Exhibit 10.15
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EXECUTION VERSION
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NINTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
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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 ").
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R E C I T A L
S
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1. The
Seller, the Servicer, the Issuer and the Administrator are parties
to that certain Receivables Purchase Agreement dated as of
November 13, 1998, as amended by the First Amendment, dated as
of May 28, 1999, by the Second Amendment, dated as of July 12,
1999, by the Third Amendment, dated as of May 15, 2000, by the
Fourth Amendment, dated as of November 8, 2000, by the Fifth
Amendment, dated as of August 20, 2001, by the Sixth Amendment,
dated as of November 9, 2001, by the Seventh Amendment, dated as of
August 15, 2002 and by the Eighth Amendment, dated as of April 30,
2003 (the " Agreement ").
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2. The
Seller, the Servicer, the Issuer and the Administrator desire to
amend the Agreement as hereinafter set forth.
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NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree
as follows:
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1.
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.
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2.
Amendments to Agreement . The Agreement is hereby amended as
follows:
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2.1 Facility Termination Date . The
definition of "Facility Termination Date" in Exhibit I to
the Agreement is hereby amended by replacing the phrase "November
13, 2003" therein with the phrase "December 3, 2003".
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2.2 Purchase Limit . The definition of
"Purchase Limit" in Exhibit I to the Agreement is amended
and restated in its entirety to read as follows:
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""Purchase Limit" means $80,000,000, as such amount may be
reduced pursuant to Section 1.1(b) of the Agreement. Ref
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