Dated 20 June 2007 SEQUA CORPORATION (as Obligors’ Agent and as a Guarantor) THE COMPANIES listed in part 1 of schedule 1 (acting by the Obligors’ Agent) HSBC BANK PLC as Mandated Lead Arranger HSBC BANK PLC as Original Fronting Bank THE FINANCIAL...

Dated 20 June 2007

SEQUA CORPORATION
(as Obligors’ Agent and as a Guarantor)

THE COMPANIES
listed in part 1 of schedule 1
(acting by the Obligors’ Agent)

HSBC BANK PLC
as Mandated Lead Arranger

HSBC BANK PLC
as Original Fronting Bank

THE FINANCIAL INSTITUTIONS
listed in part 2 of schedule 1

HSBC BANK PLC
as Agent

HSBC BANK PLC
as Security Trustee

AMENDMENT AND RESTATEMENT
AGREEMENT RELATING TO A
FACILITIES AGREEMENT DATED
21 DECEMBER 2005

Contents

		Clause		Page
1		Definitions and interpretation			0
2		Restatement			1
3		Representations			2
4		Continuity and further assurance			2
5		Fees, costs and expenses			2
6		Miscellaneous			3
		Schedule
1		The Parties			4
		Part 1 - The Obligors			4
		Part 2 - The Original Lender			5
2		Conditions precedent			6
3		Restated Agreement			8
4		Conditions subsequent			9
		Part 1			9
		Part 2			9

This Agreement is dated 20 June, 2007

Between

(1)		Sequa Corporation, a company incorporated in the United States of America in its capacity as agent for the Obligors (Obligors’ Agent);
(2)		The Companies listed in part 1 (The Obligors) of schedule 1 as borrowers (Borrowers);
(3)		The Companies listed in part 1 (The Obligors) of schedule 1 as original guarantors (Original Guarantors);
(4)		HSBC Bank plc as mandated lead arranger (Arranger);
(5)		HSBC Bank plc as fronting bank (Fronting Bank);
(6)		The Financial Institutions listed in part 2 (The Original Lenders) of schedule 1 as original lenders (Original Lenders);
(7)		HSBC Bank plc as agent of the other Finance Parties (Agent); and
(8)		HSBC Bank plc as security trustee for the Finance Parties (Security Trustee).

It is agreed

1		Definitions and interpretation
1.1		Definitions

In this Agreement:

Original Facilities Agreement means the facilities agreement dated 21 December 2005 between the Parties

Party means a party to this Agreement

Restated Agreement means the Original Facilities Agreement, as amended by this Agreement, the terms of which are set out in schedule 3 (Restated Agreement)

Restatement Date means the date upon which the Agent gives the notification referred to in clause 2.2(a) (Conditions precedent)

1.2

Interpretation

	(a)		Unless otherwise defined in this Agreement, a term defined in the Original Facilities Agreement has the same meaning when used in this Agreement or any notices, acknowledgements or other documents issued under or in connection with this Agreement.
	(b)		Clause 1.2 (Interpretation) of the Original Facilities Agreement is incorporated in this Agreement as if set out here in full but so that each reference in that clause to this Agreement shall be read as a reference to this Agreement.

1.3

Third Party Rights

	(a)		Unless expressly provided to the contrary in any Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce or enjoy the benefit of any term of this Agreement or any other Finance Document issued or entered into under or in connection with it.
	(b)		Unless expressly provided to the contrary in any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement or any other Finance Document entered into under or in connection with it.

2		Restatement
2.1		Restatement of the Original Facilities Agreement
		With effect from and including the Restatement Date, the Original Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in schedule 3 (Restated Agreement).
2.2		Conditions precedent

	(a)		The Agent shall notify the Obligors’ Agent promptly in writing when it has received or waived the requirement to receive all the documents and other evidence listed in schedule 2 (Conditions precedent) of this Agreement in form and substance satisfactory to the Agent.
	(b)		The Agent shall not be obliged to issue the notice referred to in clause 2.2(a) if:

	(i)		a Default is continuing or would result from the restatement of the Original Facilities Agreement pursuant to clause 2.1; or
	(ii)		the representations in clause 3 (Representations) to be made by each Obligor are not true.

2.3		Failure to satisfy conditions precedent
		If the Restatement Date has not occurred on or before 8 June 2007 (or any later date which the Agent (acting on the instructions of the Majority Lenders) and the Obligors’ Agent may agree), then clause 2 (other than this clause 2.3) and clause 4.1 (Continuing obligations) will cease to have effect and none of the amendments referred to in clause 2.1 shall take effect. The Obligors’ Agent shall, however, remain liable to the Finance Parties for all fees, costs and expenses pursuant to clause 5 (Fees, costs and expenses).
2.4		Conditions subsequent
		The Obligors’ Agent shall procure that:

	(a)		the conditions subsequent set out in part I of schedule 4 are satisfied in full by not later than the date falling 3 months from the date of this Agreement; and
	(b)		the conditions subsequent set out in part 2 of schedule 4 are satisfied in full by not later than the date falling 6 months from the date of this Agreement.

2.5		Security confirmation
		Each Obligor confirms that its liabilities and obligations arising under the Restated Agreement shall form part of (but do not limit) the obligations and liabilities that are secured by each of the Security Documents to which such Obligor is a party and that Security granted by each Obligor pursuant to the Security Documents to which it is a party shall cover (without limitation) the obligations and liabilities under the Restated Agreement.
2.6		Guarantee confirmation
		Each Guarantor confirms that the guarantee contained in clause 21 (Guarantee and Indemnity) of the Original Facilities Agreement continues in full force and effect and shall cover (without limitation) the obligations and liabilities of the Obligors under the Restated Agreement.
3		Representations
		Each Obligor makes the Repeating Representations by reference to the facts and circumstances then existing:

	(a)		on the date of this Agreement; and
	(b)		on the Restatement Date.

4		Continuity and further assurance
4.1		Continuing obligations
		The provisions of the Original Facilities Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.
4.2		Further assurance
		Each Obligor shall promptly do all such acts or execute all such documents as the Agent may reasonably specify (and in such form as the Agent may reasonably require in favour of it or any other Finance Party) to give effect to the amendments effected or to be effected pursuant to this Agreement.
5		Fees, costs and expenses
5.1		The Obligors’ Agent shall, within 3 Business Days of demand, reimburse each Finance Party, for the amount of all costs and expenses (including legal fees) reasonably incurred by that Finance Party in connection with the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement.
5.2		The Obligors shall pay and, within 3 Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement.
5.3		The Obligors’ Agent shall pay the fees in the amounts and at the times agreed in a Fee Letter.

6		Miscellaneous
6.1		Incorporation of terms
		Clauses 34 (Notices), 40 (Governing Law) and 41 (Enforcement) of the Original Facilities Agreement shall be deemed to be incorporated into this Agreement (with such conforming changes as the context requires) as if set out in full in this Agreement.
6.2		Counterparts
		This Agreement or any Finance Document entered into under or in connection with this Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement or such Finance Document.
6.3		Finance Document
		Each of this Agreement and the Restated Agreement is a Finance Document.

This Agreement has been entered into on the date given at the beginning of this Agreement.

Schedule 1

The Parties

Part 1 — The Obligors

Name of Borrower		Registration number (or equivalent, if any) Jurisdiction of Incorporation
Warwick International Group Limited		England (2982784)
Chromalloy United Kingdom Limited		England (971349)
Chromalloy Holland B.V.		The Netherlands (1803091)
Name of Guarantor		Registration number (or equivalent, if any) Jurisdiction of Incorporation
Sequa Corporation		Delaware, USA (tax I.D. number 13-885030)
Warwick International Group Limited		England (2982784)
Chromalloy United Kingdom Limited		England (971349)
Chromalloy Holland B.V.		The Netherlands (1803091)
Sequa Limited		England (2982757)
Chromalloy Metal Tectonics Limited		England (1519807)
Chromalloy Gas Turbine Europa B.V.		The Netherlands (18019311)
Chromalloy (Thailand) Limited		Thailand (9768/2532)
Chromalloy Holding (Thailand) Limited		Thailand (0137 354811369)

Part 2 — The Original Lender

Name of Original Lender

HSBC Bank plc

Schedule 2

Conditions precedent

1

Obligors

	(a)		A copy of the constitutional documents of the Obligors’ Agent and each Obligor or a certificate of an authorised signatory of the Obligors’ Agent certifying that the constitutional documents previously delivered to the Agent for the purposes of the Original Facilities Agreement have not been amended and remain in full force and effect.
	(b)		A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Obligors’ Agent:

	(i)		approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform this Agreement;
	(ii)		authorising a specified person or persons to execute this Agreement on its behalf;
	(iii)		authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.

	(c)		If applicable, a copy of a resolution of the board of directors of the relevant company, establishing the committee referred to in paragraph 1(b) above.
	(d)		A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b) above in relation to this Agreement and related documents.
	(e)		A certificate from a director of the Obligors’ Agent confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments by each Obligor would not cause any borrowing, guarantee, security or similar limit binding on any Obligor to be exceeded.
	(f)		A certificate from a director of the Obligors’ Agent certifying that each copy document relating to it and each other Obligor specified in this schedule 2 is correct, complete and in full force and effect and has not been amended, varied, novated, supplemented, superseded or terminated as at a date no earlier than the date of this Agreement.
	(g)		A certificate from an officer of Sequa regarding due execution of documents.

2		Amendment and restatement Agreement
		This Agreement executed by the Obligors’ Agent (for itself and on behalf of each Obligor who is a Party).
3		Other documents and evidence

(a)

Evidence that the fees, costs and expenses then due from the Obligors’ Agent pursuant to clause 5 (Fees, costs and expenses) and have been paid or will be paid by the Restatement Date.

	(b)		A copy of any other Authorisation or other document, opinion or assurance which the Agent notifies the Obligors’ Agent is necessary in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement.
	(c)		A Transfer Certificate under the Original Facilities Agreement duly executed by Barclays Bank PLC.
	(d)		Evidence that Barclays Bank PLC has resigned as Arranger, Agent and Security Agent, and of the appointment of HSBC Bank plc as Arranger, Agent and Security Agent.
	(e)		A Fee Letter executed by the Obligors’ Agent.
	(f)		A Transfer Certificate under the Restated Agreement duly executed by HSBC Bank plc and HSBC Bank USA, National Association, transferring a $10,000,000 participation in Facility C to HSBC Bank USA, National Association.

Schedule 3

Restated Agreement

Schedule 4

Conditions subsequent

Part 1

1		A copy of each consent from the Bank of Thailand in respect of each Guarantor incorporated in Thailand remitting funds out of Thailand.
2		The Original Financial Statements of Chromalloy Metal Tectonics Limited.
3		Evidence of re-registration of the security right (in favour of HSBC Bank plc (as security trustee)) in a land and buildings mortgage agreement dated 4 May 2006 regarding the Major Thai Real Estate made between Chromalloy (Thailand) Limited (1) and Barclays Bank PLC (as security trustee) (2).

Part 2

1		Chromalloy (Thailand) Limited shall ensure that all of its machinery which (i) is eligible for registration for a certificate of machinery ownership under Thai law and (ii) is necessary and material for the conduct of its business shall be registered pursuant to Thai law with the relevant Thai government agency.
2		A Thai law mortgage of machinery by Chromalloy (Thailand) Limited, duly executed, delivered and perfected by the Parties to it.
3		A copy of any other documents or evidence required to perfect the Security created or to be created under or pursuant to the Security Documents referred to in paragraph 2 above in accordance with applicable law.
4		A legal opinion from a firm of lawyers in Thailand acceptable to the Agent in respect of the Security Document referred to in paragraph 2 above.

SIGNATURES
THE OBLIGORS’ AGENT
SEQUA CORPORATION
By		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
THE BORROWERS
WARWICK INTERNATIONAL GROUP LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY UNITED KINGDOM LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY HOLLAND B.V.
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer

THE GUARANTORS
SEQUA CORPORATION
By		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
WARWICK INTERNATIONAL GROUP LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY UNITED KINGDOM LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY HOLLAND B.V.
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer

SEQUA LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY METAL TECTONICS LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY GAS TURBINE EUROPA B.V
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CHROMALLOY (THAILAND) LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer

CHROMALLOY HOLDING (THAILAND) LIMITED
By Sequa Corporation (as Obligors’ Agent pursuant to clause 2.3 (Obligors’ Agent) of the Original Facilities Agreement) acting by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer

THE ARRANGER
HSBC BANK PLC
Signed by			)
for and on behalf of			)	/s/ ▇▇▇▇▇ W. Y. Koh
HSBC Bank plc			)
THE ORIGINAL LENDER
HSBC BANK PLC
Signed by			)
for and on behalf of			)	/s/ ▇▇▇▇▇ W. Y. Koh
HSBC Bank plc			)
FRONTING BANK
HSBC BANK PLC
Signed by			)
for and on behalf of			)	/s/ ▇▇▇▇▇ W. Y. Koh
HSBC Bank plc			)

THE AGENT
HSBC BANK PLC
Signed by			)
for and on behalf of			)
HSBC Bank plc			)	/s/ ▇▇▇▇▇ W. Y. Koh
as Agent for and on behalf of the			)
Obligors and the Finance Parties			)
THE SECURITY TRUSTEE
HSBC BANK PLC
Signed by			)
for and on behalf of			)	/s/ ▇▇▇▇▇ W. Y. Koh
HSBC Bank plc			)

CONFORMED COPY
(AS AMENDED BY AN AMENDMENT
AGREEMENT DATED 19 June 2007)

Dated 21 December 2005

WARWICK INTERNATIONAL GROUP LIMITED
CHROMALLOY UNITED KINGDOM LIMITED
CHROMALLOY HOLLAND B.V.

HSBC BANK PLC
as Arranger

HSBC BANK PLC acting as Agent

HSBC BANK PLC acting as Security Agent

FACILITY AGREEMENT
U.S. $93,600,000

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Contents

		Clause		Page
1		Definitions and interpretation		1
2		The Facilities		23
3		Purpose		25
4		Conditions of Utilisation		25
5		Utilisation – Loans		26
6		Utilisation – Letters of Credit		28
7		Letters of Credit		31
8		Optional Currencies		35
9		Ancillary Facilities		37
10		Repayment		40
11		Prepayment and cancellation		42
12		Interest		46
13		Interest Periods		49
14		Changes to the calculation of interest		50
15		Fees		51
16		Tax gross-up and indemnities		52
17		Increased Costs		57
18		Other indemnities		58
19		Mitigation by the Lenders		59
20		Costs and expenses		59
21		Guarantee and indemnity		60
22		Representations		64
23		Information undertakings		72
24		Financial covenants		77
25		General undertakings		81
26		Events of Default		92
27		Changes to the Lenders		96
28		Changes to the Obligors		101
29		Role of the Agent, the Security Agent and the Arranger		103
30		Conduct of business by the Finance Parties		108
31		Sharing among the Finance Parties		109
32		Payment mechanics		110
33		Set-off		114
34		Notices		114
35		Calculations and certificates		116
36		Partial invalidity		116
37		Remedies and waivers		116
38		Amendments and waivers		117
39		Counterparts		118
40		Governing law		118
41		Enforcement		118
		Schedule
1		The Original Parties		119
		Part 1 - The Original Obligors		119
		Part 2 - The Original Lender		120
		Part 1 - Conditions Precedent to Initial Utilisation		121
		Part 2 - Conditions Precedent to be Delivered by an Additional Guarantor		124

		Clause		Page
2		Requests		127
		Part 1 - Utilisation Request		127
		Part 2 - Selection Notice Applicable to a Facility Loan		128
		Part 3 - Utilisation Request Letter of Credit		129
		Part 4 - Ancillary Facility Request		130
3		Mandatory Cost Formulae		131
4		Form of Transfer Certificate		134
5		Form of Guarantor or Borrower Accession Letter		137
6		Form of Compliance Certificate		142
7		Existing Security		143
8		Timetables		144
		Part 1 - Loans		144
		Part 2 - Letters of Credit		145
9		Letters of Credit		147
10		To Letter of Credit Form of Demand		149
11		Form of Hedging Bank Accession Letter		150
12		Form of Fronting Bank Accession Letter		151
13		Form of Resignation Letter		152
14		Existing Letters of Credit		153
15		Conditions Subsequent		154

This Facility Agreement is made on 21 December 2005

Between

(1)		Sequa Corporation a company incorporated in the United States of America (Sequa);
(2)		The Companies listed in part 1 of schedule 1 (the Original Parties) as borrowers (Original Borrowers);
(3)		The Companies listed in part 1 of schedule 1 (the Original Parties) as original guarantors (Original Guarantors);
(4)		HSBC Bank plc as mandated lead arranger (Arranger);
(5)		HSBC Bank plc as original fronting bank (Original Fronting Bank);
(6)		The Financial Institutions listed in part 2 of schedule 1 (the Original Parties) as original lenders (Original Lenders);
(7)		HSBC Bank plc as agent of the other Finance Parties (Agent); and
(8)		HSBC Bank plc as security agent for the Finance Parties (Security Agent).

It is agreed

1		Definitions and interpretation
1.1		Definitions
		In this Agreement:
		Accession Letter means a Borrower Accession Letter, Guarantor Accession Letter, a Fronting Bank Accession Letter or a Hedging Bank Accession Letter
		Accountants Report means the report by Deloitte and Touche dated 14 December 2005 relating to the Group and addressed to, and capable of being relied on by, the Agent and the other Finance Parties
		Accounting Quarter means each period of approximately three months ending on or about 31 March, 30 June, 30 September and 31 December adopted by the Group for the purpose of its financial reporting in any Financial Year
		Additional Borrower means a company which becomes an Additional Borrower in accordance with clause 34 (Changes to the Obligors)
		Additional Cost Rate has the meaning given to it in schedule 4 (Mandatory Cost formulae)
		Additional Guarantor means a company which becomes an Additional Guarantor in accordance with clause 34 (Changes to the Obligors)
		Additional Obligor means an Additional Borrower or an Additional Guarantor
		Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

		Agent’s Spot Rate of Exchange means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day
		Agreed Form means, in relation to a document, that:

	(a)		it is in a form initialled by or on behalf of the Obligors’ Agent and the Agent on or before the signing of this Agreement for the purposes of identification; or
	(b)		if not falling within paragraph (a) above, it is in form and substance satisfactory to the Agent (acting reasonably) and initialled by or on behalf of the Agent for the purposes of identification

Ancillary Commitment means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount from time to time agreed (whether or not subject to satisfaction of conditions precedent and whether or not utilised) to be made available by that Ancillary Lender under an Ancillary Facility and authorised under clause 15 (Ancillary Facilities), to the extent not cancelled or reduced under this Agreement or the Ancillary Facility Documents relating to that Ancillary Facility

Ancillary Facility means an ancillary facility made available by an Ancillary Lender in accordance with clause 15 (Ancillary Facilities)

Ancillary Facility Document means a document setting out the terms of an Ancillary Facility

Ancillary Facility Request means a notice substantially in the form set out in part 4 of schedule 3 (Requests)

Ancillary Lender means a Lender which agrees to make available an Ancillary Facility in accordance with clause 15 (Ancillary Facilities)

Ancillary Outstandings means, at any time and in relation to an Ancillary Facility, the aggregate face value (calculated in the Base Currency) of all letters of credit issued under that Ancillary Facility determined by the relevant Ancillary Lender in accordance with normal banking practice at that time for calculating exposure under similar facilities (acting reasonably and after consultation with the Agent)

For the purposes of this definition:

	(a)		in relation to any utilisation denominated in the Base Currency, the amount of that utilisation shall be used; and
	(b)		in relation to any utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Facility Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent (acting reasonably and after consultation with the Agent)) in the Base Currency of the amount of that utilisation shall be used

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration

Availability Period means:

	(c)		in relation to Facility A, the period from and including the date of this Agreement to and including the date which is 60 days after the date of this Agreement; and
	(d)		in relation to Facility C, the period from and including the date of this Agreement to and including the Business Day one month before the Termination Date

Available Commitment means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

	(e)		the Base Currency Amount of its participation in any outstanding Utilisations under that Facility; and
	(f)		in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of Facility C only, the Base Currency Amount of the aggregate of its Ancillary Commitments in relation to any new Ancillary Facilities that are due to be made available on or before the proposed Utilisation Date of that Facility C Utilisation,

other than, in relation to any proposed Utilisation under Facility C only, that Lender’s participation in any Facility C Utilisations, that are due to be repaid or prepaid on or before the proposed Utilisation Date

Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility

Base Currency or U.S.$ means United States dollars

Base Currency Amount means:

	(g)		in relation to a Utilisation, the amount specified in the Utilisation Request or the Renewal Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request or the Renewal Request, adjusted to reflect any repayment (other than, in relation to Facility A, a repayment arising from a change of currency), prepayment, consolidation or division of the Utilisation and, in the case of a Letter of Credit, as adjusted under clause 12.8 (Revaluation of Letters of Credit)); or
	(h)		in relation to an Ancillary Commitment, the amount specified in the notice delivered to the Agent by the relevant Borrower pursuant to clause 15.3(a) (Request for Ancillary Facilities), adjusted to reflect any increase, cancellation or reduction of that Ancillary Facility

Board means the Board of Governors of the Federal Reserve System of the US (or any successor)

Borrower means an Original Borrower or an Additional Borrower, unless it has ceased to be a Borrower in accordance with clause 34 (Changes to the Obligors)

Borrower Accession Letter means a document substantially in the form set out in schedule 6

Break Costs means the amount (if any) by which:

(i)

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(j)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York and:

	(k)		(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or
	(l)		(in relation to any date for payment or purchase of euro) any TARGET Day

Business Plan means the 3 year business plan of each Obligor and the Group prepared by the Obligors’ Agent and the Borrowers and in the Agreed Form

Cash means any credit balance on any deposit, savings, current or other account, and any cash in hand, which is:

	(m)		freely withdrawable on demand;
	(n)		not subject to any Security or any Quasi Security (other than pursuant to any Security Document or any banker’s lien arising by operation of law); and
	(o)		capable of being remitted to a Borrower

Cash Equivalent Investments means:

	(p)		securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed or fully insured by the Government of the United States or any member state of the European Union which is rated at least A-1 by Standard & Poor’s Ratings Group or P-1 by ▇▇▇▇▇’▇ Investors Service, Inc.;
	(q)		commercial paper or other debt securities issued by an issuer rated at least A-1 by Standard & Poor’s Ratings Group or P-1 by ▇▇▇▇▇’▇ Investors Service, Inc. and with a maturity of less than 12 months;
	(r)		certificates of deposit or time deposits of any commercial bank (which has outstanding debt securities rates as referred to in paragraph (b) above) with a maturity of less than three months; and
	(s)		other securities (if any) approved in writing by the Agent (acting on the instructions of the Majority Lenders)

in each case not subject to any Security or Quasi Security (other than pursuant to any Security Document or any banker’s lien or rights of set-off arising by operation of law),

denominated and payable in a freely transferable and freely convertible currency and the proceeds of which are capable of being remitted to a Borrower

Cash Flow has the meaning given to it in clause 30 (Financial covenants)

Certificates of Title means the certificates of title, in the form of the 5th Edition of the Certificate of Title issued by the City of London Solicitors Company Land Law Sub-Committee or as otherwise agreed between the Agent (acting on the instructions of the Majority Lenders) and the Obligors’ Agent (each acting reasonably), subject to the exclusion that in any event no such certificate shall be required to deal with any matters relating to the Environment, Environmental Law or Environmental Licences, addressed to the Finance Parties and prepared by Shoosmiths, solicitors for the Obligors, in relation to the Major UK Real Estate

Charged Assets means the assets over which Security is expressed to be created pursuant to any Security Document

Chargor means any person expressed to create Security pursuant to any Security Document

Chromalloy Unit means Chromalloy Gas Turbine Europa B.V. and its Subsidiaries for the time being other than any of its Subsidiaries which are Excluded Subsidiaries

Combined Group Accounts means the combined financial statements of the Group prepared in accordance with clause 29.4(b) (Requirements as to financial statements)

Commencement Date has the meaning given to it in clause 15.3 (Request for Ancillary Facilities)

Commitment means a Facility A Commitment, a Facility C Commitment or an Ancillary Commitment

Compliance Certificate means a certificate substantially in the form set out in schedule 7 (Form of Compliance Certificate)

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Obligors’ Agent and the Agent

Contribution Notice means a notice issued by the Regulator under Section 38 or Section 47 of the Pensions Act 2004

Default means an Event of Default or any event or circumstance specified in clause 32 (Events of Default) which would (with the expiry of a grace period, the giving of notice or the making of any determination in each case under the Finance Documents or any combination of any of the foregoing) be an Event of Default

Defined Benefit Pension Scheme means an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993)

Dutch Banking Act means the Dutch 1992 Banking Act (Wet toezicht Kredietwezen 1992)

Dutch Banking Act Exemption Regulation means the Dutch 1992 Banking Act Exemption Regulation (Vrijstellingsregeling Wtk 1992)

Dutch Borrower means Chromalloy ▇▇▇▇▇▇▇ ▇.▇.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ means Chromalloy Holland B.V., Chromalloy Gas Turbine Europa B.V. and any Additional Guarantor incorporated in the Netherlands

Dutch Obligor means a Dutch Borrower or a Dutch Guarantor

EBITDA has the meaning given to it in clause 30 (Financial covenants)

Employee Plan means, at any time, an “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) then or at any time during the previous five years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of Sequa or an ERISA Affiliate

Environment means living organisms, including the ecological systems of which they form part, and the following media:

	(t)		air (including air within natural or man-made structures, whether above or below ground);
	(u)		water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
	(v)		land (including land under water)

Environmental Law means all applicable laws and regulations of any jurisdiction in which any member of the Group is incorporated or conducts business or where any assets of any member of the Group are located which:

	(w)		have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;
	(x)		provide remedies or compensation for harm or damage to the Environment; or
	(y)		relate to Hazardous Substances or health and safety matters

Environmental Licence means any Authorisation required at any time under Environmental Law

ERISA means the US Employee Retirement Income Security Act of 1974 as amended (or any successor legislation thereto) and the regulations promulgated and rulings issued thereunder

ERISA Affiliate means each person (as defined in Section 3(9) of ERISA) that is a member of a controlled group of, or under common control with, Sequa, within the meaning of Section 414(b) or (c) of the Internal Revenue Code

ERISA Event means any of the following events:

(a)

any reportable event, as defined in Section 4043(c) of ERISA and the regulations promulgated under it, with respect to an Employee Plan as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty days (30) of the occurrence of that event. However, a failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA shall be a reportable event for the purposes of this paragraph (a) regardless of the issuance of any waiver under Section 412(d) of the Internal Revenue Code;

	(b)		the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan;
	(c)		the termination of any Employee Plan under Section 4041(c) of ERISA;
	(d)		the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;
	(e)		the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance under Section 412 of the Internal Revenue Code or Section 302 of ERISA; or
	(f)		engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA

Event of Default means any event or circumstance specified as such in clause 32 (Events of Default)

Excluded Subsidiary means Casco Imos Italia S.p.A, Chromalloy Gas Turbine France S.A., Langtham Limited, ARC Automotive Italia Srl, Casco Schoeller GmbH, Sequa Can Machinery Ltd, Turbine Services Limited, or any of their respective Subsidiaries from time to time (and, for the avoidance of doubt, TRT Limited, Turbine Surface Technologies Limited and Gas Turbine Technologies S.A., if and to the extent they are Subsidiaries, shall also be Excluded Subsidiaries)

Existing HSBC Facility means Financial Indebtedness under the letter of credit facility letter dated 24 January 2005 from HSBC Bank plc to Warwick International Group Limited and Sequa Corporation

Existing Letter of Credit means each letter of credit listed in schedule 14 (Existing Letters of Credit) in the Agreed Form

Expiry Date means, for a Letter of Credit, the last day of its Term

Facility means Facility A, Facility B or Facility C

Facility A means the term loan facility made available under this Agreement as described in clause 8 (The Facilities)

Facility A Commitment means:

	(z)		in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility A Commitment” in part 2 of schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and
	(aa)		in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement

Facility A Loan means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan

Facility A Repayment Date means each date specified in clause 16.1 (Repayment of Facility A Loans) for the payment of a Repayment Instalment

Facility C means the letter of credit facility made available under this Agreement as described in clause 8 (The Facilities) a part of which may be designated as Ancillary Facilities in accordance with clause 15 (Ancillary Facilities)

Facility C Commitment means:

	(bb)		in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility C Commitment” in part 2 of schedule 1 (The Original Parties) and the amount of any other Facility C Commitment transferred to it under this Agreement; and
	(cc)		in relation to any other Lender, the amount in the Base Currency of any Facility C Commitment transferred to it under this Agreement

to the extent not cancelled, reduced or transferred by it under this Agreement (including a reduction pursuant to clause 15 (Ancillary Facilities))

Facility C Utilisation means a Letter of Credit

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement

Fee Letter means any letter or letters between, as the case may be, the Arranger and the Borrowers, the Agent and the Borrowers, the Security Agent and the Borrowers or a Fronting Bank and the Borrowers setting out any of the fees referred to in clause 21 (Fees) or clause 13.3 (Fees payable in respect of Letters of Credit) and/or relating to syndication of the Facilities

Finance Document means this Agreement, any Fee Letter, any Accession Letter, any Ancillary Facility Document, any Resignation Letter, any Security Document, any Hedging Document and any other document designated as such by the Agent and the Obligors’ Agent

Finance Party means the Agent, the Security Agent, the Arranger, a Lender, a Hedging Bank or a Fronting Bank or an Ancillary Lender

Financial Indebtedness means (without double counting) any indebtedness for or in respect of:

	(dd)		moneys borrowed;
	(ee)		any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
	(ff)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(gg)		the amount of any liability in respect of any lease or hire purchase contract which would, when recorded in conformity with US GAAP, be treated as a finance or capital lease;

	(hh)		receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
	(ii)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
	(jj)		any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
	(kk)		shares which are expressed to be redeemable;
	(ll)		any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
	(mm)		the amount of any liability in respect of any credit for goods and services raised in the ordinary course of trade outstanding for more than 90 days after its customary date of payment (save to the extent such liability is being contested in good faith by the relevant member of the Group by appropriate action); and
	(nn)		the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above

Financial Support Direction means a direction issued by the Regulator under Section 43 of the Pensions ▇▇▇ ▇▇▇▇

Financial Year means a financial year of the Group, being the period of 12 months ending on 31 December in each year

Fixtures means fixtures, fittings (including trade fixtures and fittings) and fixed plant, machinery and apparatus

Fraudulent Transfer Law means any applicable US Bankruptcy Law (including, without limitation, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code) or any US state fraudulent transfer or conveyance statute and any related case law

Fronting Bank means the Original Fronting Bank or a Lender which has become a Fronting Bank in accordance with clause 33.9 (Fronting Banks)

Fronting Bank Accession Letter means a document substantially in the form set out in schedule 12 (Form of Fronting Bank Accession Letter)

Funds Flow Memorandum means the funds flow memorandum in the Agreed Form containing details of the flow of dividends and other funds on the first Utilisation under Facility A

Group means each Unit Parent and their respective Subsidiaries for the time being, in each case, other than any Excluded Subsidiaries

Group Structure Chart means the group structure chart in the Agreed Form

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 34 (Changes to the Obligors)

Guarantor Accession Letter means a document substantially in the form set out in schedule 5 (Form of Guarantor Accession Letter)

Hazardous Substance means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or a nuisance to any person

Hedging Bank means a Lender which has become a Hedging Bank in accordance with clause 33.8 (Hedging Banks)

Hedging Bank Accession Letter means a document substantially in the form set out in schedule 11 (Form of Hedging Bank Accession Letter)

Hedging Document means any document entered into between a member of the Group and a Hedging Bank for the purpose of implementing currency and/or interest rate exposure arising under or in connection with the Facilities

Holding Company means, in relation to a company, corporation or other legal entity, any other company, corporation or other legal entity in respect of which it is a Subsidiary

Indebtedness for Borrowed Money means Financial Indebtedness:

	(oo)		save for indebtedness under paragraphs (i), (j) and (k) of that definition; and
	(pp)		save that in respect of indebtedness under paragraph (g) of that definition, only derivative transactions which when recorded in conformity with US GAAP are reflected as an increase or decrease to the current or long-term debt amounts on the relevant balance sheet in the relevant Combined Group Accounts, will be included

Information Package means the Business Plan and the Reports

Interest Expense has the meaning given to it in clause 30 (Financial covenants)

Interest Period means, in relation to a Loan, each period determined in accordance with clause 19 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 18.3 (Default interest)

Internal Revenue Code means the United States Internal Revenue Code of 1986, as amended and the regulations promulgated and any rulings issued thereunder

Intra-Group Loan Agreements means:

	(qq)		the loan agreement in the Agreed Form between Chromalloy Holland B.V. as lender and Chromalloy (Thailand) Ltd. as borrower; and
	(rr)		the loan agreement in the Agreed Form between Chromalloy Holland B.V. as lender and Chromalloy Gas Turbine Europa B.V. as borrower,

in each case to make loans as described in the Funds Flow Memorandum

ITA means the Income Tax ▇▇▇ ▇▇▇▇

L/C Proportion means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment under

Facility C to the Available Facility under Facility C immediately prior to the issue of that Letter of Credit

Legal Opinions means the legal opinions delivered to the Agent pursuant to clause 10 (Conditions of Utilisation) or clause 34 (Changes to the Obligors)

Lender means:

	(ss)		Original Lender; and
	(tt)		any bank, financial institution, trust, fund or other entity which has become a Party in accordance with clause 33 (Changes to the Lenders)

which in each case has not ceased to be a Party in accordance with the terms of this Agreement

Letter of Credit means a letter of credit:

	(uu)		substantially in a form set out in schedule 10 (Letters of Credit);
	(vv)		substantially in the form of an Existing Letter of Credit; or
	(ww)		in any other form requested by the Obligors’ Agent and agreed by the Agent (with the prior consent of the Majority Lenders) and a Fronting Bank

Liabilities has the meaning given to it in the applicable Security Document and shall include “Secured Liabilities” as defined in the applicable Security Document

LIBOR means, in relation to any Loan:

	(xx)		the applicable Screen Rate; or
	(yy)		(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan

LMA means the Loan Market Association

Loan means a Facility A Loan

Major Dutch Real Estate means the land and buildings, locally known as ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, known at the Land Registry Office as Municipality of Tilburg, section U number 472, measuring ten thousand five hundred thirty four square meters

Major Real Estate means the Major Dutch Real Estate, the Major Thai Real Estate and the Major UK Real Estate

Major Thai Real Estate means certain assets of Chromalloy (Thailand) Ltd comprising:

(zz)

freehold land in the approximate areas of 14 rai 1 ngan 9 square wah in Tambol Bungkhamproi, Amphur Lamlukka, Pathumthani Province represented by the following title deeds:

	(i)		title deed number 33239;
	(ii)		title deed number 33240; and
	(iii)		title deed number 33241,

(aaa)

the buildings described in the permit for building construction, modification and removal of buildings of Chromalloy (Thailand) Ltd. No 20/2542 issued on 28 April 1999 as follows:

	(i)		reinforced concrete and steel 1-storey building and mezzanine used for factory and office and any other buildings on such land including 13 car park units, U-turn areas and entrances; and
	(ii)		any building and construction to be constructed on the land represented by the land title deeds specified in paragraphs (a)(i) to (iii) above

Major UK Real Estate means:

	(bbb)		freehold land and buildings on the east side of Linkmel Road, ▇▇▇▇▇▇▇ Mill, Eastwood registered under title number NT134480;
	(ccc)		freehold land on the south side of Clover Nook Road, Normanton registered under title number DY238731; and
	(ddd)		freehold land in Mostyn registered under the following title numbers:

	(i)		WA541939
	(ii)		WA679033
	(iii)		WA691436
	(iv)		WA446486
	(v)		WA371140

Majority Lenders means:

	(eee)		if there are no Utilisations then outstanding, a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediately prior to the reduction); or
	(fff)		at any other time, a Lender or Lenders whose participations in the Utilisations then outstanding aggregate more than 662/3% of all the Utilisations then outstanding

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with schedule 4 (Mandatory Cost formulae)

Margin means 1.75 per cent. per annum, subject to adjustment (in respect of Facility A) in accordance with clause 18.5 (Adjustment of Margin – Facility A) and clause 18.6 (Adjustment of Margin – Facility C) (in respect of Facility C)

Margin Stock means margin stock or margin security within the meaning of Regulation T, U or X

Material Adverse Effect means a material adverse effect on or material adverse change in:

	(ggg)		the combined financial condition, assets or business of the Group taken as a whole;
	(hhh)		the ability of any Obligor to perform and comply with its payment obligations under any Finance Document or its obligations under clause 30 (Financial covenants) taking into account the resources of the Group taken as a whole;
	(iii)		the validity, legality or enforceability of any provision of any Finance Document in a manner reasonably considered by the Majority Lenders to be materially adverse to the interests of the Finance Parties; or
	(jjj)		the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority and ranking of any of that Security in a manner reasonably considered by the Majority Lenders to be materially adverse to the interests of the Finance Parties

Material Subsidiary means:

	(kkk)		an Original Borrower or an Original Guarantor;
	(lll)		a Subsidiary of the Group the total assets, turnover or pre-tax profits of which (consolidated where that Subsidiary itself has Subsidiaries (but disregarding any Excluded Subsidiaries)) as at the date at which its latest audited consolidated financial statements were prepared or, as the case may be, for the financial period to which those financial statements relate account for 5 per cent. or more of the combined total assets, turnover or pre-tax profits of the Group (all as calculated by reference to the latest Combined Group Accounts); or
	(mmm)		a Subsidiary of the Group to which has been transferred (whether in a single transaction or a series of transactions (whether related or not)) the whole or substantially the whole of the assets of another Subsidiary which immediately prior to such transaction(s) was a Material Subsidiary

For the purposes of this definition:

	(i)		if a Subsidiary becomes a Material Subsidiary under paragraph (c) above, the Material Subsidiary by which the relevant transfer was made shall, subject to paragraph (b) above, cease to be a Material Subsidiary;
	(ii)		if a Subsidiary is acquired by a Unit Parent after the end of the financial period to which the latest Combined Group Accounts relate, those financial statements shall be adjusted (for this purpose only) as if that Subsidiary had been shown in them by reference to its then latest audited financial statements until Combined Group Accounts for the financial period in which the acquisition is made have been prepared (and provided that nothing in this paragraph requires any restated or adjusted financial statements to be delivered under this Agreement); and

(iii)

a report by the auditors of the Obligors’ Agent that a Subsidiary is or is not a Material Subsidiary pursuant to this definition shall in the absence of manifest error be conclusive and binding on all Parties (until the next Combined Group Accounts are delivered)

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

	(nnn)		if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one or if there is not, on the immediately preceding Business Day; and
	(ooo)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month

The above rules will only apply to the last Month of any period

Multiemployer Plan means, at any time, a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) then or at any time during the previous five years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of Sequa or an ERISA Affiliate

Net Borrowings has the meaning given to it in clause 30 (Financial covenants)

Obligor means a Borrower or a Guarantor

Obligors’ Agent means Sequa

Optional Currency means a currency (other than the Base Currency) which complies with the conditions set out in clause 10.3 (Conditions relating to Optional Currencies)

Original Financial Statements means, in relation to each Original Obligor (other than Chromalloy Holding (Thailand) Ltd), its audited Statutory Financial Statements for its financial year ended 31 December 2004

Original Obligor means an Original Borrower or an Original Guarantor

Participating Member State means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union

Party means a party to this Agreement

PBGC means the Pension Benefit Guaranty Corporation of the US established pursuant to Section 4002 of ERISA or any entity succeeding to all or any of its functions under ERISA

Pensions Event means any of the following events:

	(ppp)		any Defined Benefit Pension Scheme starting to be wound up under Section 11 of the Pensions ▇▇▇ ▇▇▇▇ or under any provisions of its governing documentation;
	(qqq)		an employment-cessation event (within the meaning of the Occupational Pension Schemes (Employer Debt) Regulations 2005) occurring in relation to any member of the Group and any Defined Benefit Pension Scheme; and/or

(rrr)

a Contribution Notice and/or a Financial Support Direction being issued to any Obligor or any member of the Group

Perfection Requirements means the making of the appropriate registrations, filings or notifications of the Security Documents as specifically contemplated by any legal opinion delivered pursuant to clause 10 (Conditions of Utilisation) or clause 34 (Changes to the Obligors)

Permitted Disposal means the sale to a third party non-Obligor on arms’ length terms by Sequa or one of its Subsidiaries of the entire issued share capital of Warwick International Group Limited and its Subsidiaries

Permitted Joint Venture Transaction means a loan to (or other Financial Indebtedness in favour of), a guarantee to, or in respect of the obligations of, a disposal of an asset to, or any acquisition of, investment in or subscription for a share or participation in (each, a Joint Venture Exposure), a joint venture between a member of the Group and one or more third parties, where:

	(sss)		the Joint Venture Exposure is in existence as at the date of this Agreement (and the amount of that Joint Venture Exposure is not more than as at the date of this Agreement); or
	(ttt)		in the case of a Joint Venture Exposure entered into after the date of this Agreement (including an increase of any Joint Venture Exposure existing as at the date of this Agreement):

	(i)		no Default is continuing at the time of entering into the Joint Venture Exposure or would occur as a result of that Joint Venture Exposure;
	(ii)		the joint venture carries on, or is, a business substantially the same as that carried on by the Group;
	(iii)		the amount of that Joint Venture Exposure, when aggregated with each other Joint Venture Exposure entered into since the date of this Agreement, does not in aggregate exceed £10,000,000; and
	(iv)		the joint venture does not have any material liability for which there is recourse to any member of the Group

Permitted Reorganisation means:

	(uuu)		a reorganisation (including a merger) on a solvent basis of one or more members of the Group incorporated in the same jurisdiction where:
	(vvv)		if any such member of the Group was an Obligor, the surviving entity remains or becomes immediately upon such reorganisation an Obligor on the same terms as such original Obligor; and
	(www)		if the assets or shares of any such member of the Group were subject to Security in favour of the Security Agent immediately prior to such reorganisation, the Security Agent will enjoy equivalent Security over the same assets and the shares in it (or in each case its successor) immediately upon such reorganisation; or
	(xxx)		any other reorganisation of one or more members of the Group approved by the Agent (acting on the instructions of the Majority Lenders)

Professional Market Party means a professional market party as defined in the Dutch Banking Act Exemption Regulation from time to time

Qualifying Lender has the meaning given to it in clause 22 (Tax gross-up and indemnities)

Quasi Security means a transaction under which any member of the Group will:

	(yyy)		sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;
	(zzz)		sell, transfer or otherwise dispose of any of its receivables on recourse terms;
	(aaaa)		enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
	(bbbb)		enter into any other preferential arrangement having a similar effect to creating Security

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset

Quotation Day means, in relation to any period for which an interest rate is to be determined:

	(cccc)		(if the currency is sterling) the first day of that period;
	(dddd)		(if the currency is euro) two TARGET Days before the first day of that period; or
	(eeee)		(for any other currency) two Business Days before the first day of that period

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations for that currency and period would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days)

Reference Banks means, in relation to LIBOR and Mandatory Cost the principal London office of HSBC Bank plc; together with such other banks as may be nominated by the Agent in consultation with the Obligors’ Agent

Regulation T, Regulation U or Regulation X means Regulation T, U or, as the case may be, X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof

Regulator means the Pensions Regulator established pursuant to Section 1 of the Pensions Act 2004

Relevant Date has the meaning given to it in clause 30 (Financial covenants)

Relevant Interbank Market means the London interbank market

Relevant Jurisdiction means, in relation to an Obligor:

(ffff)

its jurisdiction of incorporation;

	(gggg)		any jurisdiction where any asset subject to or intended to be subject to a Security Document is situated;
	(hhhh)		any jurisdiction where it conducts its business; and
	(iiii)		the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it

Relevant Period has the meaning given to it in clause 30 (Financial covenants)

Renewal Request means a written notice delivered to the Agent in accordance with clause 12.7 (Renewal of a Letter of Credit)

Repayment Instalment means each instalment for repayment of the Facility A Loan specified in clause 16.1 (Repayment of Facility A Loans)

Repeating Representations means each of the representations set out in clauses 28.1 (Status) to 28.5 (Validity and admissibility in evidence) (inclusive), 28.9 (No default), 28.12 (No proceedings pending or threatened) and clauses 28.13 (Security) to 28.15 (Assets) (inclusive)

Reports means the documents listed in paragraph 4 of part 1 of schedule 2 (Conditions precedent)

Reservations means:

	(jjjj)		the principle that equitable remedies may be granted or refused at the discretion of the court;
	(kkkk)		the limitation on enforcement by laws relating to insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;
	(llll)		the time barring of claims under statutes of limitation;
	(mmmm)		rules against penalties;
	(nnnn)		defences of set-off or counterclaim; and
	(oooo)		any principles which are set out in the qualifications as to matters of law in the Legal Opinions

Resignation Letter means a letter substantially in the form set out in schedule 13 (Form of Resignation Letter)

Rollover Loan means one or more Facility B Loans:

	(pppp)		made or to be made on the same day that a maturing Facility B Loan is due to be repaid;
	(qqqq)		the aggregate amount of which is equal to or less than the maturing Facility B Loan;
	(rrrr)		in the same currency as the maturing Facility B Loan (unless it arose as a result of the operation of clause 14.2 (Unavailability of a currency)); and

(ssss)

made or to be made to the same Borrower for the purpose of refinancing a maturing Facility B Loan

Screen Rate means the British Bankers Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors’ Agent and the Lenders

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

Security Document means the documents listed at paragraph 2 of part 1 and paragraph 19 of part 2 of schedule 2 (Conditions precedent) and any other security document that may at any time be given as security for any of the Liabilities pursuant to or in connection with any Finance Document

Security Property has the meaning given to it in schedule 6 (Security agency provisions)

Selection Notice means a notice substantially in the form set out in part 2 of schedule 3 (Requests) given in accordance with clause 19 (Interest Periods) in relation to Facility A

Senior Debt Service has the meaning given to it in clause 30 (Financial covenants)

Specified Time means a time determined in accordance with schedule 9 (Timetables)

Statutory Financial Statements means, in relation to any member of the Group, those financial statements required to be prepared in respect of that member of the Group in its jurisdiction of incorporation and prepared in accordance with generally accepted accounting principles, standards and practices in such jurisdiction and which:

	(tttt)		in relation to Chromalloy United Kingdom Limited, Chromalloy (Thailand) Ltd. and Chromalloy Holding (Thailand) Ltd., will be unconsolidated;
	(uuuu)		in relation to Chromalloy Gas Turbine Europa B.V., will be consolidated, with an accompanying reconciliation to show Chromalloy Holland B.V. on an unconsolidated basis;
	(vvvv)		in relation to Warwick International Group Limited, will be consolidated, with an accompanying reconciliation to show Warwick International Group Limited on an unconsolidated basis; and
	(wwww)		in relation to any other member of the Group, will be consolidated

Subsidiary means, in relation to any company, corporation or other legal entity, (a holding company), a company, corporation or other legal entity:

	(xxxx)		which is controlled, directly or indirectly, by the holding company;
	(yyyy)		more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or
	(zzzz)		which is a subsidiary of another Subsidiary of the holding company

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body

Super Majority Lenders means a Lender or Lenders whose Commitments aggregate at least 85% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 85% of the Total Commitments immediately prior to the reduction)

TARGET means Trans-European Automated Real-time Gross Settlement Express Transfer payment system

TARGET Day means any day on which TARGET is open for the settlement of payments in euro

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)

Taxes Act means the Income and Corporation Taxes Act 1988

Tax Structure Report means the report and step plan prepared by Ernst & Young in relation to the tax structure of the Group and the tax treatment of the dividends to be paid from the Loan proceeds dated 4 November 2005

Term means each period determined under this Agreement for which the relevant Fronting Bank is under a liability under a Letter of Credit

Termination Date means the date which is 5 years after the date of this Agreement

Total Ancillary Commitments means the aggregate of the Ancillary Commitments

Total Ancillary Limit means U.S.$10,000,000

Total Borrowings has the meaning given to it in clause 30 (Financial covenants)

Total Commitments means the aggregate of the Total Facility A Commitments, the Total Facility C Commitments and the Total Ancillary Commitments being U.S.$93,600,000 at the date of this Agreement

Total Debt Service has the meaning given to it in clause 30 (Financial covenants)

Total Facility A Commitments means the aggregate of the Facility A Commitments, being U.S.$48,600,000 at the date of this Agreement

Total Facility C Commitments means the aggregate of the Facility C Commitments, being U.S.$45,000,000 at the date of this Agreement

Transfer Certificate means a certificate substantially in the form set out in schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Obligors’ Agent

Transfer Date means, in relation to a transfer, the later of:

	(a)		the proposed Transfer Date specified in the Transfer Certificate; and
	(b)		the date on which the Agent executes the Transfer Certificate.

		Unit means the Warwick Unit or the Chromalloy Unit
		Unit Parent means, in the case of the Warwick Unit, Sequa Limited or, in the case of the Chromalloy Unit, Chromalloy Gas Turbine Europa B.V.
		Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents
		US GAAP means generally accepted accounting principles, standards and practices in the United States of America
		Utilisation means a Loan or a Letter of Credit (but not a utilisation of an Ancillary Facility)
		Utilisation Date means the date on which a Utilisation is made
		Utilisation Request means a notice substantially in the form set out in Part I or (in relation to a Letter of Credit) a notice substantially in the form set out in part 3 of schedule 3 (Requests)
		VAT means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature applicable in the United Kingdom or otherwise
		Warwick Unit means Sequa Limited and its Subsidiaries for the time being, other than any of its Subsidiaries which are Excluded Subsidiaries
1.2		Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

	(i)		the Agent, any Ancillary Lender, the Arranger, any Finance Party, any Fronting Bank, the Hedging Bank, any Lender, any Obligor, any Party or the Security Agent shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
	(ii)		assets includes present and future properties, revenues and rights of every description;
	(iii)		a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented or restated and includes any amendment, novation, supplement or restatement relating to any increase in, extension of or change to any facility made available under that Finance Document or other agreement or instrument;
	(iv)		indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
	(v)		a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
	(vi)		a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which persons to whom it is directed are expected and accustomed to comply) of any governmental, intergovernmental or

			supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
	(vii)		the equivalent in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s spot rate of exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);
	(viii)		guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
	(ix)		a provision of law is a reference to that provision as amended or re-enacted; and
	(x)		a time of day is a reference to London time (except if otherwise specified)

	(b)		Section, clause and schedule headings are for ease of reference only
	(c)		Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement
	(d)		A Default is “continuing” if it has not been remedied or waived
	(e)		Any reference in this Agreement to:

	(i)		the Interest Period of a Letter of Credit will be construed as a reference to the Term of that Letter of Credit;
	(ii)		an amount borrowed includes any amount utilised by way of Letter of Credit;
	(iii)		a Utilisation made or to be made to a Borrower includes a Letter of Credit issued on its behalf;
	(iv)		a Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit;
	(v)		amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit;
	(vi)		an outstanding amount of a Letter of Credit or a letter of credit issued under an Ancillary Facility at any time is the maximum amount that is or may be payable by a Borrower in respect of that Letter of Credit or letter of credit at that time;
	(vii)		a Borrower “repaying” or “prepaying” a Letter of Credit or a letter of credit issued under an Ancillary Facility means:

	(A)		that Borrower providing cash cover for that Letter of Credit or letter of credit;
	(B)		the maximum amount payable under the Letter of Credit or letter of credit being reduced or cancelled in accordance with its terms; or
	(C)		the relevant Fronting Bank or, as the case may be, Ancillary Lender being satisfied (acting reasonably) that it has no further liability under that Letter of Credit or letter of credit,

			and the amount by which a Letter of Credit or letter of credit is repaid or prepaid under paragraphs (A) and (B) above is the amount of the relevant cash cover, reduction or cancellation;
	(viii)		a Borrower providing “cash cover” for a Letter of Credit or a letter of credit issued under an Ancillary Facility means a Borrower paying an amount in the currency of the Letter of Credit or letter of credit to an interest-bearing account in the name of that Borrower and the following conditions being met:

	(A)		the account is with the relevant Fronting Bank (if the cash cover is to be provided for all the Lenders) or with a Lender or, as the case may be, Ancillary Lender (if the cash cover is to be provided for that Lender or that Ancillary Lender);
	(B)		until no amount is or may be outstanding under that Letter of Credit or letter of credit, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or, as the case may be, under the relevant Ancillary Facility Document in respect of that letter of credit or (and provided no Default or, as the case may be, no default in respect of the relevant Ancillary Facility is continuing) to the extent that amounts standing to the credit of such account exceed the liability for which cash cover is provided; and
	(C)		the Borrower has executed a security document, in form and substance satisfactory to the Agent or the Finance Party with which that account is held (in each case acting reasonably), creating a first ranking security interest over that account; and

(ix)

a claim being made under a Letter of Credit or a letter of credit issued under an Ancillary Facility, or such a claim being paid by the Lenders or an Ancillary Lender or a Fronting Bank (as appropriate), shall include a reference to the inclusion of any amount due (actually or contingently) from the Lenders, the Ancillary Lender or the Fronting Bank under that Letter of Credit or letter of credit in any account taken for the purposes of Rule 4.90 or Rule 2.85 of the Insolvency Rules 1986 in the insolvency proceedings of the beneficiary of that Letter of Credit or any other person.

1.3		Third party rights
		Save as provided under clause 8.6(c) (Liability of the Obligors’ Agent) a person who is not a Party has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce or to enjoy the benefit of any term of this Agreement.

2		The Facilities
2.1		The Facilities
		Subject to the terms of this Agreement, the Lenders make available to the Borrowers:

(a)

A multicurrency term loan facility in an aggregate amount equal to the Total Facility A Commitments, which may be utilised:

	(i)		by Warwick International Group Limited, by drawing Loans up to a maximum aggregate Base Currency Amount of U.S.$40,600,000; and
	(ii)		by Chromalloy Holland B.V., by drawing Loans up to a maximum aggregate Base Currency Amount of U.S.$8,000,000; and

(b)

A multicurrency revolving letter of credit facility in an aggregate amount equal to the Total Facility C Commitments, which may be utilised by Warwick International Group Limited or another Borrower by Letters of Credit up to a maximum aggregate Base Currency Amount outstanding at any time of U.S.$45,000,000 (part of which may, from time to time and in an aggregate amount at any time up to the Total Ancillary Limit, be designated as Ancillary Facilities).

2.2

Finance Parties’ rights and obligations

	(a)		The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
	(b)		The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
	(c)		A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.3

Obligors’ Agent

(a)

Each Obligor irrevocably appoints the Obligors’ Agent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

	(i)		the Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties, to give and receive all notices, consents and instructions (including Utilisation Requests) under the Finance Documents, to agree, accept and execute on its behalf all documents in connection with the Finance Documents (including amendments and variations of and consents under any Finance Document), to execute any new Finance Document and to take such other action as may be necessary or desirable under or in connection with the Finance Documents; and
	(ii)		each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Obligors’ Agent.

(b)

Each Obligor confirms that:

	(i)		it will be bound by any action taken by the Obligors’ Agent under or in connection with the Finance Documents; and
	(ii)		each Finance Party may rely on any action purported to be taken by the Obligors’ Agent on behalf of that Obligor.

2.4

Acts of the Obligors’ Agent

(a)

The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

	(i)		any actual or purported irregularity in any act done, or failure to act, by the Obligors’ Agent;
	(ii)		the Obligors’ Agent acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or
	(iii)		any actual or purported failure by, or inability of, the Obligors’ Agent to inform any Obligor of receipt by it of any notification under the Finance Documents.

(b)

In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

2.5		Inability to act
		If, in the opinion of the Agent, the Obligors’ Agent is unable to perform its role as Obligors’ Agent due to any of the circumstances described in clause 32.6 (Insolvency) or clause 32.7 (Insolvency proceedings) applying to the Obligors’ Agent the Agent and the Obligors shall enter into negotiations (for a period of no more than ten days) with a view to agreeing a substitute agent of the Obligors. If no such substitute agent of the Obligors has been approved by the Agent or if appropriate amendments have not been made to the Finance Documents to effect the appointment of such substitute agent of the Obligors within thirty days of the date of the commencement of the negotiations between the Agent and the Obligors described above, the Obligors’ Agent shall cease to be the agent of the Obligors and any acts in respect of the Finance Documents which prior to such date could be done by the Obligors’ Agent on behalf of an Obligor shall on and after such date be done by the relevant Obligor itself.
2.6		Liability of the Obligors’ Agent

	(a)		The Obligors’ Agent enters into this Agreement and the other Finance Documents to which it is a party in its capacity as agent for the Obligors. Nothing in this Agreement or in any other Finance Document constitutes the Obligors’ Agent as a trustee or fiduciary of any other person.
	(b)		Without limiting paragraph (c) below, the Obligors’ Agent shall not be liable to any other Party for any action taken or not taken by it under or in connection with any Finance Document, unless and to the extent directly caused by its gross negligence or wilful misconduct.
	(c)		No Party may take any proceedings against any officer, employee or agent of the Obligors’ Agent in respect of any claim it might have against the Obligors’ Agent or in respect of any act or omission of any kind by that officer, employee or agent (in their

capacity as officer, employee or agent of the Obligors’ Agent) in relation to any Finance Document. Any officer, employee or agent of the Obligors’ Agent may rely on this clause and enforce its terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

3		Purpose
3.1		Purpose

	(a)		Each Borrower shall apply all amounts borrowed by it under Facility A towards the general corporate and working capital requirements of Sequa and any of its Subsidiaries financing the payment of dividends or capital distributions to its shareholders (in the case of Chromalloy Holland B.V. following on-lending in part to Chromalloy (Thailand) Ltd up to a maximum amount of U.S.$30,000,000) and in each case in accordance with the Funds Flow Memorandum.
	(b)		Each Borrower which utilises Facility C by way of Letter of Credit shall apply that Letter of Credit towards the general corporate and working capital requirements of Sequa and any of its Subsidiaries.
	(c)		No amount borrowed under the Facilities shall be applied in any manner that may be illegal or contravene any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for the acquisition of or subscription for shares or concerning the protection of shareholders’ capital.

3.2		Monitoring
		No Finance Party is bound to monitor or verify the application of any amount borrowed or of any Letter of Credit issued pursuant to this Agreement.
4		Conditions of Utilisation
4.1		Initial conditions precedent
		No Borrower may deliver a Utilisation Request unless the Agent has received (or waived receipt of) all of the documents and other evidence listed in part 1 of schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Obligors’ Agent and the Lenders promptly upon being so satisfied.
4.2		Further conditions precedent

(a)

The Lenders will only be obliged to comply with clause 11.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

	(i)		in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and
	(ii)		the Repeating Representations to be made by each Obligor are true in all material respects.

(b)

The Lenders will only be obliged to comply with clause 14.3 (Change of currency) if, on the first day of an Interest Period, no Event of Default is continuing or would result from the change of currency and the Repeating Representations to be made by each Obligor are true in all material respects.

4.3

Conditions relating to Optional Currencies

(a)

A currency will constitute an Optional Currency in relation to a Utilisation if:

	(i)		it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation; and
	(ii)		it is sterling or euro or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request or Selection Notice for that Utilisation.

(b)

If by the Specified Time the Agent has received a written request from the Obligors’ Agent for a currency to be approved under clause 10.3(a)(ii) above, the Agent will notify the Lenders of that request by the Specified Time. Based on any responses received by the Agent by the Specified Time, the Agent will confirm to the Obligors’ Agent by the Specified Time:

	(i)		whether or not the Lenders have granted their approval; and
	(ii)		if approval has been granted, the minimum amount for any subsequent Utilisation in that currency (such minimum amount being as close as reasonably practicable to the Optional Currency equivalent of the minimum amount set out in clause 11.3(b)(i) (Currency and amount)).

4.4

Maximum number of Utilisations

	(a)		A Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than 17 Letters of Credit would be outstanding.
	(b)		A Borrower may not request that a Facility A Loan be divided if, as a result of the proposed division, more than 10 Facility A Loans would be outstanding.
	(c)		A Borrower may not deliver a Utilisation Request or Selection Notice if as a result Utilisations denominated in more than 3 Optional Currencies would be outstanding.
	(d)		Any Loan made by a single Lender under clause 14.2 (Unavailability of a currency) shall not be taken into account in this clause 10.4.

5		Utilisation – Loans
5.1		Delivery of a Utilisation Request
		A Borrower may utilise a Facility by way of a Loan by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or in relation to the first Utilisation Date, such later time as the Agent may agree).
5.2		Completion of a Utilisation Request

(a)

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

	(i)		it specifies that it is for a Loan;
	(ii)		it identifies the Facility to be utilised;

	(iii)		it identifies the relevant Borrower;
	(iv)		the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;
	(v)		the currency and amount of the Utilisation comply with clause 11.3 (Currency and amount);
	(vi)		the proposed Interest Period complies with clause 19 (Interest Periods); and
	(vii)		it specifies the account and bank (which must be in the country of the currency of the Utilisation or, in the case of euro, a Participating Member State in which banks are open for general business on that day or London) to which the proceeds of the Utilisation are to be credited.

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Currency and amount

	(a)		The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.
	(b)		The amount of the proposed Loan must be:

	(i)		if the currency selected is the Base Currency, a minimum of U.S.$5,000,000 for Facility A or, if less, the Available Facility;
	(ii)		if the currency selected is euro, the euro equivalent of the minimum amount set out in paragraph (i) above in respect of Facility A or, if less, the Available Facility;
	(iii)		if the currency selected is sterling, the sterling equivalent of the minimum amount set out in paragraph (i) above in respect of Facility A or, if less, the Available Facility; or
	(iv)		if the currency selected is an Optional Currency other than sterling or euro, the minimum amount specified by the Agent pursuant to clause 10.3(b)(ii) (Conditions relating to Optional Currencies) or, if less, the Available Facility; and
	(v)		in any event such that its Base Currency Amount is less than or equal to the Available Facility.

(c)

The Base Currency Amount of the proposed Loan must be an amount which, when aggregated with the amount of all other Facility A Loans borrowed by that Borrower, will not exceed the limit specified for that Borrower in clause 8.1(a) (The Facilities).

5.4

Lenders’ participation

	(a)		If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
	(b)		The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

6		Utilisation – Letters of Credit
6.1		General

	(a)		Clause 11 (Utilisation – Loans) does not apply to a Utilisation by way of Letter of Credit.
	(b)		In determining the amount of the Available Facility under Facility C and a Lender’s L/C Proportion of a proposed Letter of Credit for the purposes of this Agreement, the Available Commitment of a Lender will be calculated ignoring any cash cover provided by a Borrower for outstanding Letters of Credit.

6.2		Facility C
		Subject to clause 15 (Ancillary Facilities), Facility C shall be utilised by way of Letters of Credit.
6.3		Delivery of a Utilisation Request for Letters of Credit
		A Borrower may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request substantially in the form of part 3 of schedule 3 (Requests) not later than the Specified Time.
6.4		Completion of a Utilisation Request for Letters of Credit
		Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

	(a)		it specifies that it is for that Letter of Credit;
	(b)		it identifies the Fronting Bank for that Letter of Credit;
	(c)		it identifies the relevant Borrower;
	(d)		the proposed Utilisation Date is a Business Day within the Availability Period;
	(e)		the currency and amount of the Letter of Credit comply with clause 12.5 (Currency and amount);
	(f)		the form of Letter of Credit is attached;
	(g)		the Expiry Date of the Letter of Credit falls on or before the Termination Date;
	(h)		the delivery instructions for the Letter of Credit are specified; and
	(i)		it confirms that the Letter of Credit is to support obligations of the Obligors’ Agent or any of its Subsidiaries.

6.5

Currency and amount

	(a)		The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.
	(b)		The amount of the proposed Letter of Credit must be an amount whose Base Currency Amount is not more than the Available Facility under Facility C and which is:

	(i)		if the currency selected is the Base Currency, a minimum of U.S.$1,000,000 or, if less, the Available Facility under Facility C;
	(ii)		if the currency selected is euro, the euro equivalent of the minimum amount set out in clause 12.5(b)(i) above or, if less, the Available Facility under Facility C;
	(iii)		if the currency selected is sterling, the sterling equivalent of the minimum amount set out in paragraph (i) above or, if less, the Available Facility under Facility C; or
	(iv)		if the currency selected is an Optional Currency other than sterling or euro the minimum amount specified by the Agent pursuant to clause 10.3(b)(ii) (Conditions relating to Optional Currencies) or, if less, the Available Facility under Facility C.

6.6

Issue of Letters of Credit

	(a)		If the conditions set out in this Agreement have been met, the relevant Fronting Bank shall issue the Letter of Credit on the Utilisation Date.
	(b)		The relevant Fronting Bank will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

	(i)		in the case of a Letter of Credit renewed in accordance with clause 12.7 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and
	(ii)		the Repeating Representations to be made by each Obligor are true in all material respects.

	(c)		The amount of each Lender’s participation in each Letter of Credit will be equal to its L/C Proportion.
	(d)		The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the relevant Fronting Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

6.7

Renewal of a Letter of Credit

(a)

A Borrower may request that any Letter of Credit issued on its behalf be renewed by delivery to the Agent of a Renewal Request by the Specified Time.

	(b)		The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in clause 12.4(f) and 12.4(i) (Completion of a Utilisation Request for Letters of Credit) shall not apply.
	(c)		The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

	(i)		its amount may be less or more than the amount of the Letter of Credit immediately prior to its renewal; and
	(ii)		its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal (or such earlier date as is specified in the Renewal Request), and shall end on the proposed Expiry Date specified in the Renewal Request.

(d)

If the conditions set out in this Agreement have been met, the relevant Fronting Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

6.8

Revaluation of Letters of Credit

	(a)		If any Letter of Credit or any letter of credit issued under an Ancillary Facility is denominated in an Optional Currency, the Agent shall, at six-monthly intervals after the date of this Agreement, recalculate the Base Currency Amount of that Letter of Credit or that letter of credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit or that letter of credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.
	(b)		A Borrower shall, if requested by the Agent within five Business Days of any calculation under paragraph (a) above, ensure that within three Business Days sufficient Facility C Utilisations or, as the case may be, sufficient utilisations under the Ancillary Facilities are prepaid to prevent the Base Currency Amount of the Facility C Utilisations or, as the case may be, the Base Currency Amount of the utilisations under the Ancillary Facilities exceeding the Total Facility C Commitments or, as the case may be, the Total Ancillary Limit, in each case following any adjustment to a Base Currency Amount under paragraph (a) above.
	(c)		If, following any calculation under paragraph (a) above, the amount of cash cover provided by a Borrower in respect of all Letters of Credit issued on its behalf or, as the case may be, all letters of credit issued under an Ancillary Facility on its behalf, exceeds the maximum amount that is or may be payable by that Borrower in respect of all Letters of Credit issued on its behalf or, as the case may be, all letters of credit under an Ancillary Facility issued on its behalf, the relevant Borrower may, provided no Event of Default or event of default under the relevant Ancillary Facility is continuing, withdraw an amount equal to such excess from the relevant cash collateral account.

6.9

Transfer of Existing Letters of Credit

	(a)		A Borrower may request in a Utilisation Request that any Existing Letter of Credit be transferred to Facility C and be treated as a Letter of Credit for the purposes of this Agreement.
	(b)		The Finance Parties shall treat such a request in the same way as any other Utilisation Request for a Letter of Credit.

(c)

If the conditions set out in this Agreement have been met, the relevant Fronting Bank shall agree to such request on the proposed Utilisation Date and each relevant Existing Letter of Credit shall on and from the Utilisation Date be deemed to be a Letter of Credit issued by that Fronting Bank for the purposes of this Agreement.

7		Letters of Credit
7.1		Immediately payable
		If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested the issue of that Letter of Credit shall repay or prepay that amount within 3 Business Days’ of demand by the Fronting Bank (or, if later, upon the Fronting Bank becoming liable to pay such amount under the Letter of Credit).
7.2		Assignments and transfers

	(a)		Notwithstanding any other provision of this Agreement, the consent of the relevant Fronting Bank is required for any assignment or transfer of any Lender’s rights and/or obligations in respect of any outstanding Letter of Credit.
	(b)		If paragraph (a) above and the conditions and procedure for transfer specified in clause 33 (Changes to the Lenders) are satisfied, then on the Transfer Date the Fronting Bank and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Fronting Bank and the Existing Lender shall each be released from further obligations to each other under this Agreement.

7.3

Fees payable in respect of Letters of Credit

	(a)		Each Borrower shall pay to the Agent (for the account of each Facility C Lender) a letter of credit fee in arrears computed at the same rate as the Margin on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. This fee shall be distributed according to each Lender’s L/C Proportion of that Letter of Credit.
	(b)		The accrued letter of credit fee on a Letter of Credit shall be payable on the last day of each successive period of three Months (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the date of issue of that Letter of Credit.
	(c)		Each Borrower which requests a Fronting Bank to front or issue a Letter of Credit shall pay to that Fronting Bank a fronting fee in respect of such Letter of Credit in the amount and at the times agreed in a Fee Letter between that Fronting Bank and that Borrower.
	(d)		If a Borrower cash covers any part of a Letter of Credit then:

(i)

the letter of credit fee payable for the account of each Lender (and any fronting fee payable to the relevant Fronting Bank) shall continue to be payable until the expiry of the Letter of Credit; and

(ii)

the Borrower will be entitled to withdraw the interest accrued on the cash cover to pay those fees.

7.4

Claims under a Letter of Credit

	(a)		Each Borrower irrevocably and unconditionally authorises the relevant Fronting Bank to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (claim).
	(b)		Each Borrower which requested a Letter of Credit shall immediately on demand pay to the Agent for the relevant Fronting Bank an amount equal to the amount of any claim under that Letter of Credit (provided that no Borrower shall be required to pay any such amount to the Agent prior to the date which is three Business Days before the date on which the Fronting Bank is required to pay the relevant claim).
	(c)		Each Borrower acknowledges that the Lenders and any Fronting Bank:

	(i)		are not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and
	(ii)		deal in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d)

The obligations of a Borrower under this clause 13 will not be affected by:

	(i)		the sufficiency, accuracy or genuineness of any claim or any other document; or
	(ii)		any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.5

Indemnities

	(a)		Each Borrower shall within three Business Days of demand indemnify each Fronting Bank against any cost, loss or liability incurred by it (otherwise than by reason of that Fronting Bank’s gross negligence or wilful misconduct) in acting as the Fronting Bank under a Letter of Credit requested by that Borrower.
	(b)		Any Lender which is participating in a Letter of Credit shall (according to its L/C Proportion) immediately on demand indemnify the relevant Fronting Bank against any cost, loss or liability incurred by that Fronting Bank (otherwise than by reason of that Fronting Bank’s gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit, including, without limitation, any amount paid by that Fronting Bank under that Letter of Credit, whether or not demand has been made on the Borrower in respect of that amount (in each case, unless the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
	(c)		If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the

			Letter of Credit is issued (or, if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the relevant Fronting Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
	(d)		The Borrower which requested a Letter of Credit shall within three Business Days of demand by the Agent reimburse any Lender for any payment it makes to a Fronting Bank under this clause 13.5 in respect of that Letter of Credit (and, if such reimbursement occurs after the date upon which that Lender has made such payment to that Fronting Bank, that Borrower shall also pay that Lender interest for the period between payment by the Lender and reimbursement by the Borrower, at a rate per annum equal to the aggregate of the rate certified by that Lender to be its cost of funding such payment and the Margin).
	(e)		The obligations of each Lender under this clause 13 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
	(f)		The obligations of any Lender under this clause 13 will not be affected by any act, omission, matter or thing which, but for this clause 13, would reduce, release or prejudice any of its obligations under this clause 13 (without limitation and whether or not known to it or any other person) including:

	(i)		any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
	(ii)		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
	(iii)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor, any beneficiary under a Letter of Credit or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;
	(iv)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
	(v)		any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or Security;
	(vi)		any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or Security; or
	(vii)		any insolvency or similar proceedings.

7.6		Rights of contribution
		No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this clause 13.
7.7		Role of the Fronting Bank

	(a)		Nothing in this Agreement constitutes any Fronting Bank as a trustee or fiduciary of any other person.
	(b)		No Fronting Bank shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.
	(c)		A Fronting Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
	(d)		A Fronting Bank may rely on:

	(i)		any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
	(ii)		any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

	(e)		A Fronting Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
	(f)		A Fronting Bank may act in relation to the Finance Documents through its personnel and agents.
	(g)		No Fronting Bank is responsible for:

	(i)		the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by it, the Agent, the Security Agent, the Arranger, an Obligor or any other person given in or in connection with any Finance Document; or
	(ii)		the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

7.8

Exclusion of liability

	(a)		Without limiting paragraph (b) below, no Fronting Bank will be liable for any action taken by it under or in connection with any Finance Document, except to the extent directly caused by its gross negligence or wilful misconduct.
	(b)		No Party (other than a Fronting Bank) may take any proceedings against any officer, employee or agent of that Fronting Bank in respect of any claim it might have against that Fronting Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of that Fronting Bank may rely on this clause 13.8.

7.9		Credit appraisal by the Lenders
		Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and to each Fronting Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document, including, but not limited to, those listed in clause 35.15(a) to clause 35.15(d) (Credit appraisal by the Lenders).
7.10		Address for notices
		The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of any Fronting Bank for any communication or document to be made or delivered under or in connection with the Finance Documents will be that notified in writing to the Agent prior to the date of this Agreement or any substitute address, fax number or department or officer as the Fronting Bank may notify to the Agent by not less than five Business Days’ notice.
8		Optional Currencies
8.1		Selection of currency

(a)

A Borrower (or the Obligors’ Agent on behalf of a Borrower) shall select the currency of a Utilisation:

	(i)		(in the case of an initial Utilisation) in a Utilisation Request; and
	(ii)		(afterwards in relation to a Facility A Loan made to it) in a Selection Notice,

			in each case subject to compliance with clause 10.4 (Maximum number of Utilisations).
	(b)		If a Borrower (or the Obligors’ Agent on behalf of a Borrower) fails to issue a Selection Notice in relation to a Facility A Loan, it shall be deemed to have requested that the Loan will remain denominated for its next Interest Period in the same currency in which it is then outstanding.
	(c)		If a Borrower (or the Obligors’ Agent on behalf of a Borrower) issues a Selection Notice requesting a change of currency and the first day of the requested Interest Period is not a Business Day for the new currency, the Agent shall promptly notify the Borrower and the Lenders and the Loan will remain in the existing currency (with Interest Periods running from one Business Day until the next Business Day) until the next day which is a Business Day for both currencies, on which day the requested Interest Period will begin.

8.2		Unavailability of a currency
	If before the Specified Time on any Quotation Day:

	(a)		a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or
	(b)		a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

		the Agent will give notice to the relevant Borrower (or the Obligors’ Agent on behalf of the relevant Borrower) to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this clause 14.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.
8.3		Change of currency

(a)

If a Facility A Loan is to be denominated in different currencies during two successive Interest Periods:

	(i)		if the currency for the second Interest Period is an Optional Currency, the amount of the Loan in that Optional Currency will be calculated by the Agent as the amount of that Optional Currency equal to the Base Currency Amount of the Loan at the Agent’s Spot Rate of Exchange at the Specified Time;
	(ii)		if the currency for the second Interest Period is the Base Currency, the amount of the Loan will be equal to the Base Currency Amount;
	(iii)		(unless the Agent and the relevant Borrower agree otherwise in accordance with clause 14.3(b) below) the Borrower that has borrowed the Loan shall repay it on the last day of the first Interest Period in the currency in which it was denominated for that Interest Period; and
	(iv)		(subject to clause 10.2 (Further conditions precedent)) the Lenders shall re-advance the Loan in the new currency in accordance with clause 14.5 (Agent’s calculations).

(b)

If the Agent and the Borrower that has borrowed the Facility A Loan agree, the Agent shall:

	(i)		apply the amount paid to it by the Lenders pursuant to clause 14.3(a)(iv) above (or so much of that amount as is necessary) in or towards purchase of an amount in the currency in which the Facility A Loan is outstanding for the first Interest Period; and
	(ii)		use the amount it purchases in or towards satisfaction of the relevant Borrower’s obligations under clause 14.3(a)(iii) above.

	(c)		If the amount purchased by the Agent pursuant to clause 14.3(b)(i) above is less than the amount required to be repaid by the relevant Borrower, the Agent shall promptly notify that Borrower and that Borrower shall, on the last day of the first Interest Period, pay an amount to the Agent (in the currency of the outstanding Facility A Loan for the first Interest Period) equal to the difference.
	(d)		If any part of the amount paid to the Agent by the Lenders pursuant to clause 14.3(a)(iv) above is not needed to purchase the amount required to be repaid by the relevant Borrower, the Agent shall promptly notify that Borrower and pay that Borrower, on the last day of the first Interest Period, that part of that amount (in the new currency).

8.4

Same Optional Currency during successive Interest Periods

(a)

If a Facility A Loan is to be denominated in the same Optional Currency during two successive Interest Periods, the Agent shall calculate the amount of the Facility A Loan in the Optional Currency for the second of those Interest Periods (by calculating the amount of Optional Currency equal to the Base Currency Amount of that Facility A Loan at the Agent’s Spot Rate of Exchange at the Specified Time) and (subject to paragraph (b) below):

	(i)		if the amount calculated is less than the existing amount of that Facility A Loan in the Optional Currency during the first Interest Period, promptly notify the Borrower that has borrowed that Facility A Loan and that Borrower shall pay, on the last day of the first Interest Period, an amount equal to the difference; or
	(ii)		if the amount calculated is more than the existing amount of that Facility A Loan in the Optional Currency during the first Interest Period, promptly notify each Lender and the relevant Borrower and, if no Event of Default is continuing and the relevant Borrower so requests, each Lender shall, on the last day of the first Interest Period, pay its participation in an amount equal to the difference.

(b)

If the calculation made by the Agent pursuant to paragraph (a) above shows that the amount of the Facility A Loan in the Optional Currency for the second of those Interest Periods converted into the Base Currency at the Agent’s Spot Rate of Exchange used in calculating the Base Currency Amount of that Loan has increased or decreased by less than 5 per cent. compared to its Base Currency Amount (taking into account any payments made pursuant to paragraph (a) above), no notification shall be made by the Agent and no payment shall be required under paragraph (a) above.

8.5

Agent’s calculations

	(a)		All calculations made by the Agent pursuant to this clause 14 will take into account any repayment, prepayment, consolidation or division of Facility A Loans to be made on the last day of the first Interest Period.
	(b)		Each Lender’s participation in a Loan will, subject to clause 14.5(a) above, be determined in accordance with clause 11.4(b) (Lenders’ participation).

9		Ancillary Facilities
9.1		Establishment of Ancillary Facilities
		One or more Ancillary Facilities may from time to time be established in favour of a Borrower under Facility C in accordance with this clause 15 by designating all or part of the Facility C Commitment of a Lender as an Ancillary Commitment.
9.2		Types of Ancillary Facility
		Each Ancillary Facility shall comprise letter of credit facilities.

9.3

Request for Ancillary Facilities

	(a)		A Borrower under Facility C may, at any time, request the establishment of an Ancillary Facility by delivery to the Agent of a duly completed Ancillary Facility Request.
	(b)		An Ancillary Facility Request relating to a proposed Ancillary Facility will not be regarded as duly completed unless it identifies:

	(i)		the Borrower(s) (which shall be a Borrower or Borrowers under Facility C) under that Ancillary Facility;
	(ii)		the Ancillary Lender which is to make available that Ancillary Facility;
	(iii)		the type of facility to comprise that Ancillary Facility (which must comply with clause 15.2 (Types of Ancillary Facility);
	(iv)		the date (the Commencement Date) on which that Ancillary Facility is to become available (which must be a date on which Facility C is available to be drawn and must not be less than 5 Business Days after the date on which the Agent receives the Ancillary Facility Request);
	(v)		the expiry date of that Ancillary Facility (which must fall on or before the Termination Date applicable to Facility C);
	(vi)		the amount of the Ancillary Commitment (which must be denominated in the Base Currency) which is to apply to that Ancillary Facility;
	(vii)		the currency or currencies (which must comply with clause 15.3(c) below) in which utilisations under that Ancillary Facility may be requested;
	(viii)		the margin, commitment fee and other fees payable in respect of that Ancillary Facility; and
	(ix)		such other details in relation to that Ancillary Facility as the Agent may reasonably require.

(c)

An Ancillary Facility shall only be available for utilisation in the Base Currency or a currency which:

	(i)		is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the date for utilisation of that Ancillary Facility; and
	(ii)		is sterling or euro or Canadian dollars or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the Ancillary Facility Request for that Ancillary Facility.

(d)

The Agent shall, promptly after receipt by it of an Ancillary Facility Request, notify each Lender of that Ancillary Facility Request.

9.4		Grant of Ancillary Facility
	The Lender identified in a duly completed Ancillary Facility Request shall become an Ancillary Lender authorised to make the proposed Ancillary Facility available with effect from the proposed Commencement Date, if the following conditions are fulfilled:

	(a)		the proposed Ancillary Commitment under that Ancillary Facility is equal to or less than the Available Commitment of that Lender under Facility C on that Commencement Date;
	(b)		the proposed Ancillary Commitment under that Ancillary Facility will not, when aggregated with the Ancillary Commitments under all other Ancillary Facilities in effect on that Commencement Date, exceed the Total Ancillary Limit; and
	(c)		the proposed Ancillary Lender has notified the Agent by that Commencement Date that it agrees to make available that Ancillary Facility.

9.5

Adjustments to Revolving Facility Commitment

	(a)		The Facility C Commitment of a Lender which is an Ancillary Lender shall be reduced by the amount of its Ancillary Commitments.
	(b)		If and to the extent that:

	(i)		any Ancillary Facility expires, or is cancelled (in whole or in part) or is otherwise reduced in accordance with clause 15.8 (Voluntary cancellation of Ancillary Facilities); and
	(ii)		no amount is or may be payable to or by the Ancillary Lender in respect of that Ancillary Facility (or the relevant part of it),

the Facility C Commitment of the relevant Lender will immediately be increased by an amount equal to the amount of the Ancillary Commitment of that Ancillary Facility (or, if less, that part of it which has expired or been cancelled).

9.6

Terms of Ancillary Facilities

(a)

The terms applicable to each Ancillary Facility shall be as agreed between the relevant Ancillary Lender and the relevant Borrower (as set out in the applicable Ancillary Facility Document), provided that:

	(i)		those terms shall be consistent with this clause 15 and the details set out in the Ancillary Facility Request;
	(ii)		utilisations under an Ancillary Facility shall be used only for the general corporate or working capital requirements of the Obligors’ Agent and its Subsidiaries; and
	(iii)		the rate of interest, fees and other remuneration in respect of the Ancillary Facility shall be based upon the normal market rates and terms from time to time of that Ancillary Lender.

(b)

Any variation in respect of the matters referred to in clause 15.3(b) (Request for Ancillary Facilities) to any Ancillary Facility shall be in accordance with and subject to this clause 15.

(c)

In the case of any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail.

9.7		Limits on Ancillary Facilities
		Each Unit Parent shall ensure that:

	(a)		the aggregate of all Ancillary Commitments does not at any time exceed the Total Ancillary Limit; and
	(b)		the Ancillary Outstandings under any Ancillary Facility do not at any time exceed the Ancillary Commitment under that Ancillary Facility.

9.8		Voluntary cancellation of Ancillary Facilities
		The Obligors’ Agent may, if it gives the Agent and the relevant Ancillary Lender not less than 3 Business Days’ prior notice, cancel the whole or any part of the Ancillary Commitment under an Ancillary Facility.
9.9		Notice in respect of Ancillary Facilities

(a)

Each Ancillary Lender shall promptly notify the Agent of:

	(i)		the establishment by it of any Ancillary Facility and the applicable Commencement Date;
	(ii)		the amount of any Ancillary Facility which is cancelled or expires and the date of any such cancellation or expiry; and
	(iii)		any other information relating to any Ancillary Facility provided by it as the Agent may request, including the Ancillary Outstandings from time to time.

	(b)		The Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders, that no Ancillary Facility has expired or been cancelled in whole or part.
	(c)		Each Obligor consents to all information described in paragraph (a) above being disclosed to the Finance Parties.

9.10		Ancillary Outstandings
		The relevant Borrower under an Ancillary Facility shall repay or pay on the due date each amount payable under that Ancillary Facility.
10		Repayment
10.1		Repayment of Facility A Loans

(a)

Subject to clause 17 (Prepayment and cancellation), the Facility A Loans shall be repaid by the relevant Borrower on each of the following dates (in the currency in which the Facility A Loans are then outstanding) in an aggregate Base Currency amount equal to the amount set out opposite that date in the following table:

							▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ International Group					B.V. Repayment
		Limited Repayment Instalment					Instalment (U.S.$
Facility A Repayment Date		(U.S.$ amount)					amount)
30 June 2007			$	2,100,000				$	534,000
30 September 2007			$	2,100,000				$	534,000
31 December 2007			$	2,100,000				$	534,000
31 March 2008			$	2,100,000				$	534,000
30 June 2008			$	2,100,000				$	534,000
30 September 2008			$	2,100,000				$	534,000
31 December 2008			$	2,100,000				$	534,000
31 March 2009			$	2,100,000				$	534,000
30 June 2009			$	2,100,000				$	534,000
30 September 2009			$	2,100,000				$	534,000
31 December 2009			$	2,100,000				$	534,000
31 March 2010			$	2,100,000				$	534,000
30 June 2010			$	2,100,000				$	534,000
30 September 2010			$	2,100,000				$	534,000
Termination Date			$	11,200,000				$	524,000
Total			$	40,600,000				$	8,000,000

	(b)		If the aggregate amount of the Facility A Loans outstanding at the end of the Availability Period for Facility A is less than U.S.$100,000,000, the amount of each Facility A Repayment Instalment shall be reduced accordingly on a pro rata basis.
	(c)		On each Facility A Repayment Date, each Borrower shall repay that proportion of the outstanding Facility A Loans drawn by it equal to the proportion borne by the Facility A Repayment Instalment due on that date to the aggregate amount of the Facility A Loans outstanding at the beginning of that date and each such repayment shall be applied against such outstanding Facility A Loans drawn by the relevant Borrower as that Borrower may select.
	(d)		No Borrower may reborrow any part of Facility A which is repaid.

10.2

Not Used.

10.3		Repayment of Facility C
		On the Termination Date applicable to Facility C, each Borrower under Facility C shall repay all amounts (if any) owing or outstanding under Facility C.
10.4		Repayment of Ancillary Facilities
		On the Termination Date applicable to Facility C, each Borrower under an Ancillary Facility shall repay all amounts (if any) owing or outstanding under that Ancillary Facility.
11		Prepayment and cancellation
11.1		Illegality

(a)

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation:

	(i)		that Lender shall promptly notify the Agent upon becoming aware of that event;
	(ii)		upon the Agent notifying the Obligors’ Agent the Commitment of that Lender will be immediately cancelled; and
	(iii)		each Borrower shall repay that Lender’s participation in the Utilisations made to that Borrower on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Obligors’ Agent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

(b)

If it becomes unlawful in any applicable jurisdiction for a Fronting Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation:

	(i)		that Fronting Bank shall promptly notify the Agent upon becoming aware of that event;
	(ii)		upon the Agent notifying the Obligors’ Agent, that Fronting Banking shall not be obliged to issue any Letter of Credit;
	(iii)		each Unit Parent shall use its best endeavours to procure the release of each outstanding Letter of Credit issued by that Fronting Bank; and
	(iv)		upon the Agent notifying the Obligors’ Agent, Facility C shall cease to be available for the issue of Letters of Credit by that Fronting Bank and each Borrower, as appropriate, shall provide full cash cover in respect of the aggregate face value (calculated in the Base Currency) of all Letters of Credit issued by that Fronting Bank on the then Expiry Date of such Letters of Credit or, if earlier, the date specified by the Fronting Bank in the notice delivered to the Agent (being no earlier than the last day of the applicable grace period permitted by law).

11.2

Change of control

(a)

Subject to paragraph (d) below, if any person or group of persons acting in concert gains control of the Obligors’ Agent:

	(i)		the Obligors’ Agent shall promptly notify the Agent upon becoming aware of that event;
	(ii)		a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan) or, as the case may be, an Ancillary Lender shall not be obliged to issue any Letter of Credit under any Ancillary Facility;
	(iii)		the Obligors’ Agent and the Agent shall enter into negotiations in good faith with a view to agreeing to continue to make the Facilities available and to agreeing any amendments to this Agreement which may be necessary as a result of the change of control; and
	(iv)		if no agreement is reached within 30 days of the person or group of persons gaining control of the Obligors’ Agent, the Agent shall, by not less than 5 days’ notice to the Obligors’ Agent, cancel the Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitments will be cancelled and all such outstanding amounts will become immediately due and payable and the Agent shall declare that full cash cover in respect of each Letter of Credit and each Letter of Credit issued under an Ancillary Facility is immediately due and payable whereupon it shall become immediately due and payable.

	(b)		For the purpose of paragraph (a) above control has the meaning given to it in section 416(2) of the Taxes Act.
	(c)		For the purpose of paragraph (a) above acting in concert has the meaning given to it in the City Code on Takeovers and Mergers.
	(d)		For the purposes of paragraph (a) above; the terms “person” or “group of persons” shall be deemed to exclude ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇), the estate of Alexander or any trust for the benefit of Alexander or the estate of Alexander.

11.3		Voluntary cancellation
		The Obligors’ Agent may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of U.S.$5,000,000 in respect of Facility A, and U.S.$1,000,000 in respect of Facility B and U.S. $1,000,000 in respect of Facility C) of an Available Facility. Any cancellation under this clause 17.3 shall reduce the Commitments of the Lenders rateably under that Facility.
11.4		Voluntary prepayment of Facility A Loans

(a)

The Borrower to which a Facility A Loan has been made may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Facility A Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Facility A Loan by a minimum amount of U.S.$5,000,000).

	(b)		A Facility A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility under Facility A is zero).
	(c)		Any prepayment under this clause 17.4 shall satisfy the obligations under clause 16.1 (Repayment of Facility A Loans) in inverse chronological order.

11.5

Mandatory prepayment following a Permitted Disposal

	(a)		Sequa shall ensure that the proceeds of a Permitted Disposal (after deducting the reasonable third party costs incurred in that disposal and any Tax payable in respect of that Disposal) are applied in prepayment of Facility A Loans.
	(b)		Any prepayment made under clause 11.5(a) shall reduce pro rata the repayment obligations under clause 16.1.

11.6		Voluntary prepayment of Facility C Utilisations
		The Borrower to which a Facility C Utilisation has been made may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Facility C Utilisation (but if in part, being an amount that reduces the Base Currency Amount of the Facility C Utilisation by a minimum amount of U.S. $1,000,000).
11.7		Right of repayment and cancellation in relation to a single Lender or Fronting Bank

(a)

If:

	(i)		any sum payable to any Lender or Fronting Bank by an Obligor is required to be increased under clause 22.2(c) (Tax gross-up); or
	(ii)		any Lender or Fronting Bank claims indemnification from a Unit Parent under clause 22.3 (Tax indemnity) or clause 23 (Increased Costs),

the Obligors’ Agent may, whilst the circumstance giving rise to the requirement or indemnification continues:

(iii)

	(A)		(if the circumstance relates to a Lender) arrange for the transfer of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to a new or existing Lender willing to accept that transfer and acceptable to the Obligors’ Agent and the remaining Lenders; or
	(B)		(if the circumstance relates to a Fronting Bank) arrange for the cancellation of its appointment as Fronting Bank and the appointment of a new Fronting Bank acceptable to the Obligors’ Agent and the Lenders and the transfer of any contingent liability of that Fronting Bank to the new Fronting Bank; or

(iv)

(A)

(if the circumstance relates to a Lender) give the Agent notice of cancellation of the Commitment of that Lender and its intention to

			procure the repayment of that Lender’s participation in the Utilisations and utilisations of any Ancillary Facility granted by that Lender, whereupon the Commitment of that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero; or
	(B)		(if the circumstance relates to a Fronting Bank) give the Agent notice of cancellation of its appointment as Fronting Bank and its intention to procure either the reduction of that Fronting Bank’s contingent liability under any Letter of Credit to zero or the provision of full cash cover in respect of the Fronting Bank’s maximum contingent liability under each outstanding Letter of Credit.

On the last day of each Interest Period which ends after the Obligors’ Agent has given notice under this paragraph (iv) (or, if earlier, the date specified by the Obligors’ Agent in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of any Letter of Credit issued by that Fronting Bank or in respect of any Letter of Credit issued under that Ancillary Facility.

11.8

Replacement of a Non-Consenting Lender

(a)

In this clause 17.8 Non-Consenting Lender means any Lender which does not agree to a consent, waiver or amendment if:

	(i)		the Obligors’ Agent or the Agent has requested a consent under or waiver or amendment of any provision of any Finance Document;
	(ii)		that consent, waiver or amendment requires the agreement of all the Lenders; and
	(iii)		the Super Majority Lenders have agreed to that consent, waiver or amendment.

(b)

If any Lender becomes a Non-Consenting Lender the Obligors’ Agent or the Super Majority Lenders may, if it gives or, as the case may be, they give the Agent and that Lender not less than 5 days prior notice, arrange for the transfer of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations to a new or existing Lender willing to accept that transfer and acceptable to the Obligors’ Agent and the remaining Lenders.

11.9

Replacement of a Lender

(a)

The replacement of a Lender pursuant to clause 17.7 (Right of repayment and cancellation in relation to a single Lender or Fronting Bank) or clause 17.8 (Replacement of a Non-Consenting Lender) shall be subject to the following conditions:

	(i)		no Finance Party shall have any obligation to find a replacement Lender;
	(ii)		any replacement of a Non-Consenting Lender must take place no later than 180 days after the earlier of (A) the date the Non-Consenting Lender notified the Agent of its refusal to agree to the relevant consent, waiver or

			amendment and (B) the deadline (being not less than 15 Business Days after the Lender received the request for the relevant consent, waiver or amendment) by which the Non-Consenting Lender failed to reply to that request;
	(iii)		any Lender replaced pursuant to clause 17.7 (Right of repayment and cancellation in relation to a single Lender or Fronting Bank) or clause 17.8 (Replacement of a Non-Consenting Lender) shall not be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by that Lender under any Finance Document; and
	(iv)		any replacement pursuant to clause 17.7 (Right of repayment and cancellation in relation to a single Lender or Fronting Bank) or clause 17.8 (Replacement of a Non-Consenting Lender) of a Lender which is the Agent shall not affect its role as the Agent.

11.10		Mandatory cancellation
		If the first Utilisation Date has not occurred on or before 29 December 2005, this Agreement and all other Finance Documents (other than the commitment letter dated on or about the date of this Agreement between the Arranger, the Obligors’ Agent and the Borrowers) will be immediately and automatically terminated.
11.11		Restrictions

	(a)		Any notice of cancellation or prepayment given by any Party under this clause 17 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
	(b)		Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
	(c)		No Borrower may reborrow any part of Facility A which is prepaid.
	(d)		Unless a contrary indication appears in this Agreement, any part of Facility C which is prepaid may be reborrowed in accordance with the terms of this Agreement.
	(e)		The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
	(f)		No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
	(g)		If the Agent receives a notice under this clause 17, it shall promptly forward a copy of that notice to either the Obligors’ Agent or the affected Lender, as appropriate.

12		Interest
12.1		Calculation of interest
		The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

	(a)		Margin;
	(b)		LIBOR; and
	(c)		Mandatory Cost, if any.