Exhibit 10.1
EXECUTION COPY
THIRD AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS THIRD AMENDMENT (this “ Amendment ”)
dated as of October 28, 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
”), 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
A.
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
”).
B.
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 the Agreement . The Agreement is
hereby amended as follows:
The definition of “Default Ratio” set forth in
Exhibit I to the Agreement is hereby amended by adding the
following parenthetical immediately after the phrase
“calendar month” in clause (a) therein:
(other than any Receivable the Obligor of which is an Excluded
Obligor)
Schedule IV to the Agreement is hereby amended and
restated in its entirety as attached hereto.
Representations and Warranties . Each of the Seller
and the Servicer hereby represents and warrants to the Conduit
Purchaser, the Committed Purchaser, the Funding Agent and the
Collateral Agent as follows:
Representations and Warranties . The
representations and warranties of such Person contained in
Exhibit III to the Agreement are true and correct as of the
date hereof (unless stated to relate solely to an earlier date, in
which case such representations and warranties were true and
correct as of such earlier date).
Enforceability . The execution and delivery by
s
