TENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

EXECUTION VERSION

TENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

          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 ").

R E C I T A L S

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, by the Eighth Amendment, dated as of April 30, 2003 and by the Ninth Amendment, dated as of November 13, 2003 (the " Agreement ").

2.

The Seller, the Servicer, the Issuer and the Administrator 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:

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.

2.

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

2.1

Change of Control . The definition of "Change of Control" in Exhibit I to the

Agreement is hereby amended and restated in its entirety to read as follows:

""Change of Control" means the occurrence of any of the following: (a) that the

Originators cease to own, directly or indirectly, 100% of the capital stock of the Seller free and clear of all Adverse Claims, (b) that Sequa ceases to own, directly or indirectly, a majority of the capital stock of any Originator, (c) the sale, lease, exchange or other transfer, in one or a series of related transactions, of all or substantially all of Sequa's assets to any person or group (as such term is used in Section 13(d) of the Securities Exchange Act); (d) the adoption of a plan by the

stockholders of Sequa relating to the liquidation or dissolution of Sequa; (e) except as provided below, the acquisition of beneficial ownership by any person or group, together with any Affiliated Persons thereof (collectively, the "Interested Stockholders"), of a direct or indirect interest in more than 35% (or, in the case of Gabelli, 49%) of the voting power of the then outstanding Capital Stock of Sequa entitled to vote generally in the election of its Board of Directors, including any authorized committee thereof (referred to in this definition as, the "Board"); or (f) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election or appointment by the Board or whose nomination for election or appointment by the stockholders of Sequa was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office; provided, however, that for the purposes of the foregoing clauses (c) and (e), the terms "person" or "group" shall not be deemed to include Norman E. Alexander ("Alexander"), his spouse, any descendant of Alexander or the spouse of any such descendant, the estate of Alexander, or any trust or other similar arrangement for the benefit of Alexander or his spouse, any descendent of Alexander or the spouse of any such descendant or the estate of Alexander or any corporation or other person controlled solely by one or more of Alexander or his spouse, any descendant of Alexander or the spouse of any such descendant or the estate of Alexander through the ownership of a majority of the outstanding voting Capital Stock of such corporation or other person (collectively, the "Alexander Stockholders"); and provided, further, that there shall not be a "Change of Control" pursuant to clause (e) above so long as the Alexander Stockholders beneficially own a greater percentage of the voting power of the then outstanding Capital Stock of Sequa than the Interested Stockholders.".

2.2

Dilution Reserve . The definition of "Dilution Reserve" in Exhibit I to the Agreement

is amended and restated in its entirety to read as follows:

""Dilution Reserve" means, on any day, an amount equal to (a) the Capital at the close of business on such day multiplied by (b)(i) the Dilution Reserve Percentage on such day divided by (ii) 1.0 minus the Dilution Reserve Percentage on such day.".

2.3

Eligible Receivable . Clause (a) of the definition of "Eligible Receivable" in Exhibit I

to the Agreement is hereby amended and restated in its entirety to read as follows:

(a) the Obligor of which is (i) a United States resident, (ii) not a government or a governmental subdivision, affiliate or agency; provided , however , if the Obligor of such Receivable is a government or a governmental subdivision, affiliate or agency, the aggregate Outstanding Balance of all Pool Receivables of such Obligor that are Eligible Receivables when added to the aggregate Outstanding Balance of all other Eligible Receivables of Obligors that are governments or governmental subdivisions, affiliates or agencies shall not exceed 10% of the Net Receivables Pool Balance at such time, (iii) not subject to any action of the type described in paragraph (f) of Exhibit V to the Agreement, (iv) not an Affiliate of Sequa or any Affiliate of Sequa, (v) prior to the date the related Receivable is created, not notified in a writing from the Administrator to the

Seller that such Obligor is no longer acceptable for purchase by the Issuer hereunder and (vi) not (x) UAL Corporation, a Delaware corporation, or any Affiliate or Subsidiary thereof, (y) AMR Corporation, a Delaware corporation, or any Affiliate or Subsidiary thereof or (z) Spirit Airlines, Inc., a Florida corporation, or any Affiliate or Subsidiary thereof.".

2.4

F acility Termination Date . The definition of "Facility Termination Date" in

Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:

"Facility Termination Date" means the earliest to occur of: (a) November 16, 2006, (b) the date determined pursuant to Section 2.2 of the Agreement, (c) the date the Purchase Limit reduces to zero pursuant to Section 1.1(b) of the Agreement and (d) the date that the commitment of any Purchaser under the Liquidity Agreement terminates, unless on such date (and after giving effect to any assignments of commitments under the Liquidity Agreement or any reduction in the Purchase Limit, in each case occurring on such date) the aggregate commitments of the Purchasers under the Liquidity Agreement which are not being terminated on such date is equal to 102% of the Purchase Limit.".

2.5

Loss Reserve Percentage . The definition of in Exhibit I to the Agreement is

hereby amended and restated in its entirety to read as follows:

""Loss Reserve Percentage" means, on any day, the greater of: (a) 10% and (b) (i) the product of (x) 2 times the highest average of the Default Ratios for any three consecutive calendar months during the twelve most recent calendar months multiplied by (y) the aggregate credit sales made during the four most recent calendar months divided by (ii) the Net Receivables Pool Balance on such day plus the outstanding balance on such day of all Receivables the Obligors of which are foreign Obligors.".

2.6

Purchase Limit . The definition of "Purchase Limit" in Exhibit I to the Agreement

is amended and restated in its entirety to read as follows:

""Purchase Limit" means $75,000,000, as s