0000095301-04-000021 Sample Contracts

February 26, 2004 Dr. Martin Weinstein 111 Sheffield Drive San Antonio, TX 78218 Dear Marty:
Sequa Corp /De/ • March 15th, 2004 • Aircraft engines & engine parts • New York

This letter, when signed by both of us, sets forth the terms and conditions upon which you will be employed by Sequa Corporation, a Delaware corporation (the "Company"), as follows:

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NINTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 15th, 2004 • Sequa Corp /De/ • Aircraft engines & engine parts • New York

THIS NINTH AMENDMENT (this "Amendment") dated as of November 13, 2003 is entered into among SEQUA RECEIVABLES CORP., a New York corporation (the "Seller"), SEQUA CORPORATION, a Delaware corporation (the "Servicer"), LIBERTY STREET FUNDING CORP., a Delaware corporation (the "Issuer"), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank acting through its New York Agency ("BNS"), as administrator (in such capacity, together with its successors and assigns in such capacity, the "Administrator").

TENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 15th, 2004 • Sequa Corp /De/ • Aircraft engines & engine parts • New York

THIS TENTH AMENDMENT (this "Amendment") dated as of December 3, 2003 is entered into among SEQUA RECEIVABLES CORP., a New York corporation (the "Seller"), SEQUA CORPORATION, a Delaware corporation (the "Servicer"), LIBERTY STREET FUNDING CORP., a Delaware corporation (the "Issuer"), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank acting through its New York Agency ("BNS"), as administrator (in such capacity, together with its successors and assigns in such capacity, the "Administrator").

February 26, 2004 Mr. John J. Quicke 11 Stony Hollow Road Chappaqua, NY 10514 Dear John:
Trade Secret Agreement • March 15th, 2004 • Sequa Corp /De/ • Aircraft engines & engine parts • New York

This letter, when signed by both of us, amends and restates in their entirety the terms and conditions upon which you will continue to be employed by Sequa Corporation, a Delaware corporation (the "Company"), as follows:

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