AMENDMENT #1 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS FIRST AMENDMENT (this “ Amendment ”) dated as of April 11, 2005 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 (“ Liberty Street ”), as a CP Conduit Purchaser, MARKET STREET FUNDING CORPORATION, a Delaware corporation (“ Market Street ”), as a CP Conduit Purchaser, PNC BANK, NATIONAL ASSOCIATION, as Funding Agent for Market Street and as Committed Purchaser for Market Street, and THE BANK OF NOVA SCOTIA, a Canadian chartered bank acting through its New York Agency, as Funding Agent for Liberty Street, as Committed Purchaser for Liberty Street and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

R E C I T A L S

The parties hereto are parties to that certain Amended and Restated Receivables Purchase Agreement dated as of April 30, 2004, as amended, supplemented or otherwise modified through the date hereof (the “ Agreement ”).

The parties hereto desire to amend the Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Certain Defined Terms .  Capitalized terms which are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

Amendments to Agreement .  The Agreement is hereby amended as follows:

2.1       Exhibit I to the Agreement is hereby amended by adding the following definitions as alphabetically appropriate:

“ Chromalloy ” means, collectively, Chromalloy Gas Turbine Corporation, Chromalloy Castings Tampa Corporation and Chromalloy San Diego Corporation, and each of their respective successors and assigns.

“ Eligible Foreign Receivable ” means a Pool Receivable originated by ARC Automotive, Inc. or Chromalloy, the Obligor of which is a Foreign Obligor.

“ Foreign Obligor ” means an Obligor who is not a United States resident.

2.2       The definition of “Dilution Horizon” is hereby amended and restated in its entirety as follows:

“ Dilution Horizon ” means, for any calendar month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each calendar month by dividing: (a) the aggregate amount of Receivables generated by the Originators during the last calendar month by (b) the Net Receivable Pool Balance, plus the outstanding balance of all Eligible Foreign Receivables which do not satisfy the conditions in clauses (a)(i)(A) and (a)(i)(B) of the definition of “Eligible Receivable”.

2.3       The definition of “Dilution Reserve Percentage” is hereby amended by deleting the percentage “11.5%” therein and substituting the percentage “12.5%” therefor.

2.4       Clause (a)(i) of the definition of “Eligible Receivable” set forth on Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

(a) the Obligor of which is (i) a United States resident or a Foreign Obligor; provided , however , if such Obligor is a Foreign Obligor, then such Pool Receivable shall be an Eligible Receivable only to the extent that such Pool Receivable is an Eligible Foreign Receivable that satisfies each of the other conditions of this definition of “Eligible Receivable” and:

(A) the Outstanding Balance of all Eligible Receivables of such Foreign Obligor (together with the Outstanding Balance of Eligible Receivables of each Affiliate of such Foreign Obligor) does not exceed an amount equal to (I) 1% multiplied by (II) the aggregate Outstanding Balance of all Pool Receivables; and

(B) the aggregate Outstanding Balance of Eligible Receivables of all Foreign Obligors then in the Receivables Pool does not exceed an amount equal to (I) 12.5% multiplied by (II) the Outstanding Balance of all Pool Receivables then in the Receivables Pool, minus (III) the excess, if any, of the aggregate Outstanding Balance of Pool Recei