SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”) dated as of May 13, 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 (“PNC Bank”), as Funding Agent for Market Street and as Committed Purchaser for Market Street, and THE BANK OF NOVA SCOTIA (“BNS”), 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 EC 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”).

Market Street and PNC Bank (collectively, the “Exiting Parties”) wish to cease to be parties to 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:

(a)        The amount specified as the “Commitmen t ” amount for The Bank of Nova Scotia, as set forth on its signature page to the Agreement, is hereby amended and restated in its entirety as the amount set forth beneath its signature hereto.

(b)        The definition of “Commitment Expiry Date” as set forth in Exhibit I to the Agreement is hereby amended by deleting the date “May 13, 2005” therein and substituting the date “May 12, 2006” therefor.

Exiting Parties.  Each of the parties hereto acknowledges and agrees that upon the effectiveness of this Amendment, Market Street shall cease to be a CP Conduit Purchaser and PNC Bank shall cease to be a Funding Agent and Committed Purchaser for Market Street under the Agreement.  Each of the Exiting Parties shall have no further rights or obligations under the Agreement or any other Transaction Documents (other than any rights or obligations that specifically survive termination of the Agreement or any other Transaction Documents, pursuant to its terms and that are the result of actions or otherwise that occurred prior to the date hereof).

Notwithstanding anything in the Agreement to the contrary, each of the parties hereto hereby agrees that solely in connection with the purchase request made on or about the date hereof, the Seller may (i) make such request of Liberty Street, as CP Conduit Purchaser, or BNS, as Committed Purchaser, on a non pro-rata basis and (ii) use a portion of the proceeds thereof equal to $ 2,970,000 <</span>