Amendment to Banking Facilities Agreement among HSBC Bank plc, Warwick International Group Limited, and Sequa Corporation (1/24/2005)

Standby Letters of Credit ("L/C Facility")

USD 50,000,000

a)

provide letters of credit, bonds or guarantees to beneficiaries in accordance with the terms of this letter; and

b)

by way of request to the bank to issue a letter of credit to HSBC Bank (USA) (on terms and conditions set out within this letter), to enable HSBC Bank (USA) to issue bonds, guarantees or letters of credit to beneficiaries.

a)

specifying which of the Facilities is to be utilised;

b)

specifying which of WIGL, Sequa or another Subsidiary proposes to utilise the Facility;

c)

specifying the date on which the relevant Facility is to be utilised;

d)

specifying the proposed amount of utilisation;

e)

specifying the currency in which the bond, guarantee or letter of credit is to be issued;

f)

attaching the form of bond, guarantee or letter of credit to be issued by the bank;

g)

specifying the expiry date for the bond, guarantee or letter of credit (which must be a date which falls not later than 12 months from the date of issue, unless the bank agrees otherwise);

h)

specifying the beneficiary of the proposed bond, guarantee or letter of credit; and

i)

specifying the instructions for delivery by the bank of the bond, guarantee or letter of credit.

GENERAL TERMS AND CONDITIONS

1

DRAWINGS

Utilisation of the Facilities shall not at any time exceed the Limit.

The bank may at any time refuse payment or acceptance of any cheque, bill or other order for payment which would result in the Limit being exceeded.

In addition, the bank may at any time refuse to allow any drawing or other disposal against any credit balance on any of the accounts of Sequa and/or WIGL if, as a result, the Limit would be exceeded.

2

PAYMENT AND APPLICATION OF CREDIT MONIES

Sequa and WIGL, by accepting the terms of this letter, irrevocably authorise the bank at any time in its sole discretion, with or without prior notice to them, to pay and apply any monies from time to time standing to the credit of any of their accounts with the bank or to the credit of the Barclays Charged Account (whether in sterling or any other currency, on current account or on any term or deposit account but not accounts expressly designated as trust accounts) ('the Accounts') in and towards satisfaction of any indebtedness or liability to the bank in respect of the Facilities.

In connection with the above Sequa and WIGL further irrevocably authorise the bank to:

(i)

bring to an end any fixed deposit period applying to any of the Accounts and to adjust any interest payable by the bank;

(ii)

convert one currency to another, and if it does, to do so at its then prevailing spot selling rate of exchange for that currency;

and in doing so Sequa and WIGL agree that the bank shall have no liability to Sequa or WIGL.

Nothing in this paragraph shall prevent the exercise by the bank at any time of any other right of set-off or of combination of accounts in and towards satisfaction of any indebtedness to the bank in respect of the Facilities.

3

PAYMENTS

All payments shall be made at such branch or office as the bank may specify from time to time. Such payments shall be made without any set-off or deduction in the currency of denomination in which the payment is due and in such funds as the bank may reasonably require. Payments shall be made on a Business Day and on the due date for such payment or if that day is not a Business Day on the next Business Day.

4

DOLLAR EQUIVALENT

The Dollar Equivalent of any amount denominated in another currency shall be calculated by reference to the bank's then prevailing spot selling rate of exchange for the relevant currency of denomination against US Dollars. The aggregate Dollar Equivalents of all drawings outstanding and/or proposed will be calculated at such time as the bank shall determine before the drawdown of each drawing, for the purpose of determining compliance or otherwise with the Limit and the level of fees to be charged pursuant to the Facilities.

5

LIMIT OBSERVANCE

The aggregate amount for the time being (or its Dollar Equivalent where appropriate) of the bank's actual or potential liability or risk in respect of the Facility shall not at any time exceed the Limit. In the case of a potential liability or risk the relevant amount shall be as estimated by the bank.

6

TERMS RELATING TO FACILITY AVAILABLE IN A CURRENCY OTHER THAN STERLING

6.1

Interest

From one Business Day to the next interest will accrue on a daily basis and on the basis that there are 360 or 365 days in each year (as appropriate) on the aggregate debit balance on the currency account at the relevant percentage per annum over the bank's relevant Currency Base Rate as varied from time to time. The Currency Base Rate for a currency may vary depending upon whether drawings are made on demand or under prior notice to the bank. Interest calculated on whichever of these bases is appropriate will be payable in respect of each of the 365 days in a calendar year (366 in a leap year). Such interest shall be calculated up to and including the last Business Day of each May and November or upon earlier termination of the Facility and debited in arrears on such day as the bank shall determine to the relevant currency account together with any applicable commission charge in accordance with the bank's then current tariff.

For the avoidance of doubt, the issue of any letter of credit, bond or guarantee under the L/C Facility does not in itself give rise to a debit from an account of either WIGL or Sequa.

Without affecting Paragraph 6.4 below, interest and fees after demand will be charged at the same rate and calculated on the same basis as before such demand.

6.2

Unavailability

If in the bank's opinion deposits in a currency are unavailable to the bank at any time to finance any drawing on the relevant currency account such drawing may at the bank's discretion be re-denominated in such currency as the bank shall determine by reference to the bank's then prevailing spot selling rate of exchange for the outstanding currency against the currency of re-denomination and any re-denominated drawing shall be similarly subject to re-denomination.

6.3

Credits

All payments into a currency account shall be made in the relevant currency and by credit to the bank's account with such banking office in the relevant financial centre (the 'Relevant Office') as the bank may require.

The following shall apply for the purpose of ascertaining the Business Day on which currency accounts will be credited with good value in respect of credits received in the same currency as the account:-

(a)

In respect of a properly completed, authenticated, interbank payment instruction/order ('the advice') received by the bank on a Business Day within timescales determined by the bank and issued by a banking office acceptable to the bank, advising that the bank's account with the Relevant Office has been credited for value on or prior to the date the bank received such advice, value shall be deemed to have been received for payments denominated in:-

(i)

US $,Canadian $ and euro on the date of receipt of the advice;

(ii)

currencies other than US $, Canadian $ and euro (but including any national currency unit) on the Business Day after receipt of the advice.

If such advice is received by the bank on a Business Day but after timescales determined by the bank payment shall be deemed to have been made one Business Day later than would otherwise have been the case.

(b)

In the case of any other method of payment, it shall be deemed to have been made on such Business Day as the bank shall determine in accordance with the bank's normal practice.

6.4

Variation upon re-denomination

Upon any re-denomination, for any reason, the bank may vary the terms of the Facility relating to notice periods, interest rates, the basis of interest calculations and the value dating of credits received, if the bank shall consider that these terms are not appropriate for the re-denominated currency.

6.5

Termination

If the bank shall demand repayment the bank may at any time re-denominate in Sterling any amount due at the bank's then prevailing spot selling rate of exchange for the relevant outstanding currency against Sterling. The provisions of Paragraph 6.4 above shall remain in force following such redenomination.

6.6

Euro

In this letter 'euro' shall mean the 'euro unit' as defined in Regulation (EC) No. 1103/97 pronounced by the Council of the European Union and 'national currency unit' shall have the meaning given to such expression by such Regulation, namely a unit of the currency of a participating Member State, as that unit is defined on the day before the start of the third stage of Economic and Monetary Union.

The bank shall not be under any obligation to accept any instructions, receive or make any payment or carry out any other transaction denominated in the euro or in any national currency unit ('Transactions') on a day on which the bank is not normally open for general business in the relevant jurisdiction where such Transactions are to be received or carried out, whether or not such a day is a Business Day for transactions in the euro or the relevant national currency unit.

7

REPAYMENTS AND DRAWINGS ON THE SAME DAY

Should a drawing be due for repayment on a day when Sequa and/or WIGL is entitled to make a drawing, the bank may require the amounts of such drawings to be netted and only the difference in amount (if any) to be paid. Should the relevant drawings be denominated in different currencies, any difference so required will be calculated at such time before such netting as the bank shall determine by the application of the bank's then prevailing spot selling rate of exchange for the currency of denomination due to the bank against the currency of denomination to be drawn by Sequa and/or WIGL as appropriate.

8

COSTS

On written demand by the bank Sequa and WIGL shall pay to the bank all costs, expenses, fees (including but not limited to any legal, security and valuation fees), stamp duty, taxes and other charges, and registration costs incurred or charged by the bank in connection with the negotiation, preparation, investigation, administration, supervision or enforcement of the Facilities, this letter or any security. A schedule of such costs, expenses, fees, stamp duty, taxes and other charges and registration costs is to be provided to Sequa and WIGL upon presentation of such written demand.

9

ENVIRONMENTAL RESPONSIBILITY

(a)

WIGL, by accepting the Facilities, warrants and represents to the bank that insofar as it is aware it not in breach in any material way with any applicable current laws, regulations and practices relating to the protection of the environment from pollution ('the environmental responsibility') and, except as disclosed in writing to the bank either before the date of this letter or afterwards, is not aware of any circumstances which may give rise to such a breach in the future.

WIGL, by accepting the Facilities, indemnifies the bank against all losses, claims, damages, costs, or any other liability which might arise (by reason of the bank providing the Facilities and/or having a security interest in the assets of WIGL or any subsidiary of WIGL) in respect of a breach of, or a failure to meet, an environmental responsibility.

(b)

Sequa, by accepting the Facilities, warrants and represents to the bank that insofar as it is aware it is, and it will procure that WIGL and its subsidiaries will not be in breach in any material way of their respective environmental responsibilities, and it is not aware of any circumstances, except as disclosed in writing to the bank either before the date of this letter or afterwards, which may give rise to such a breach in future.

Sequa, by accepting the Facilities, indemnifies the bank against all losses, claims, damages, costs or any other liability which might arise (by reason of the bank providing the Facility and/or having a security interest in any assets of any subsidiary of Sequa) in respect of a breach of, or a failure to meet, an environmental responsibility.

(c)

Regardless of whether such warranties and representations are being observed, the bank may still at any time withdraw all or any of the Facilities and/or demand immediate repayment of all sums owing.

10

DEMAND AND NOTICE

Unless otherwise advised by the bank any demand or notice under this letter by the bank may be made or given by any manager or officer of the bank by letter addressed to Sequa and/or WIGL or any officer of Sequa and/or WIGL sent by first class post to or left at the address of Sequa and/or WIGL, as applicable last known to the bank or at the registered office of Sequa and/or WIGL, as appropriate, or by fax or other electronic means to the last known fax number or electronic mail address of Sequa and/or WIGL, as applicable. If sent by post to WIGL, the demand or notice shall be deemed to have been made or given at noon the day following the day the letter was posted. If sent by post to Sequa, the demand or notice shall be deemed to have been made or given at noon on the day falling 3 days after the day the letter was posted. If sent by fax or other electronic means, the demand or notice shall be deemed to have been made or given at the time of transmission.

11

INFORMATION

Each of Sequa and WIGL will provide, promptly, any financial or other information that the bank may, from time to time, reasonably request. The information that the bank asks for is required to enable it to understand the financial position of Sequa, WIGL and their respective subsidiaries to ensure that Sequa and WIGL are able to meet their respective obligations as set out in this letter.

12

FORCE MAJEURE

The bank shall not be liable to Sequa or WIGL for any loss, damage or delay attributable in whole or part to action by any government or government agency or other force majeure and in particular but not limited to strikes, industrial action, whether involving the bank's staff or not, equipment failure or interruption of power supplies. The bank will always endeavour to give notice generally to customers of any anticipated delays by notices in branches.

13

CERTIFICATES

The bank's certificate of any sum due from Sequa or WIGL under the terms of this letter shall (apart from obvious mistake) be conclusive.

14

BUSINESS DAY

Business Day shall mean a day and time on which the relevant banking offices, exchanges and markets are open for business, both in London and in any relevant financial centre for the currency and transaction involved.

15

GOVERNING LAW AND JURISDICTION

The Facilities and all matters (including the terms and conditions) relating to or arising out of or in connection with it shall be subject to and construed in accordance with the laws of England and Wales. Sequa, WIGL and the bank irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

The bank acknowledges that bonds, letters of credit and guarantees may be issued subject to laws other than the laws of England and Wales, subject to the terms of this letter. This does not affect the governing law of this letter.

16

BONDS, GUARANTEES AND LETTERS OF CREDIT - INSOLVENCY

If, after receipt of any payment (a "Relevant Payment") under this letter or the Security, the bank is compelled, for any reason or by the laws of any jurisdiction, to repay that payment or to surrender the Relevant Payment to any other person or entity, (in circumstances where the Relevant Payment is determined to be void or voidable as a preference or any equivalent void or voidable transaction under the laws of any other relevant jurisdiction), the obligations of Sequa and WIGL under this letter shall continue in full force and effect, and the bank may retain the Security (notwithstanding any contrary action (including any release) given by the bank in reliance upon the Relevant Payment and on the assumption that the bank would be entitled to retain the Relevant Payment). Any such contrary action shall be without prejudice to the Bank's rights under this letter, the Security or any applicable laws, and such action shall be deemed to have been undertaken conditional on the Relevant Payment being final, unconditional and irrevocable.

Appendix

FACILITIES

1

DRAWINGS

Notwithstanding any other provision in this letter:

(a)

Drawings in respect of the Facilities shall be subject to the bank's current practice from time to time which practice will (on request) be explained as drawings are requested.

(b)

The bank reserves the right in its absolute discretion to decide whether or not a drawing may be made under the Facilities, and to specify conditions only upon compliance with which such drawing may be made.

SECURITY SCHEDULE

The following security shall be held in respect of the Facilities:

a)

Freehold property comprising a 50 acre site at Mostyn, Holywell, Flintshire. First Legal Charge dated 19 September 2003 given by WIGL.

b)

Debenture dated 19 September 2003 including Fixed Equitable Charge over all present and future freehold and leasehold property; First Fixed Charge over, among other things, book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future given by WIGL.

c)

Debenture dated 19 September 2003 including Fixed Equitable Charge over all present and future freehold and leasehold property; First Fixed Charge over, among other things, book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future given by Warwick International Limited.

d)

Debenture dated 19 September 2003 including Fixed Equitable Charge over all present and future freehold and leasehold property; First Fixed Charge over, among other things, book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future given by Langtham Limited.

e)

Unlimited Multilateral Company Guarantee dated 19 September 2003 to be given by WIGL, Warwick International Limited and Langtham Limited to secure all liabilities of each other.

f)

Unlimited Multilateral Company Guarantee dated 19 September 2003 to be given by WIGL, Warwick International Limited and Langtham Limited and Sequa Limited to secure all liabilities of each other under arrangements as covered by separate facility letter.

g)

Mortgage of Shares dated 19 September 2003 in relation to the Overseas Subsidiaries.

h)

A Charge over the Barclays Charged Accounts to be granted by each of WIGL and Langtham Limited in respect of the accounts of WIGL and Langtham Limited with Barclays Bank PLC.

i)

A Charge over the accounts of WIGL, Warwick International Limited and Langtham Limited with the bank granted by each of such companies in favour of the Bank.

j)

Cash to be deposited in an account with the bank at a minimum level of GBP 7.5m and in an account with Barclays Bank PLC at a minimum level of GBP 7.5m (in each case to be dealt with as detailed within the "Additional Matters" section within this Facility Letter.

k)

A report on title from Addleshaw Goddard to the bank in respect of the Property at Mostyn.

l)

Board and shareholder resolutions dated 5 September 2003 from WIGL, Warwick International Limited and Langtham Limited in respect of the security described in this schedule created by each of them.

m)

Board resolutions of each of Sequa, WIGL, Warwick International Limited and Langtham Limited approving the terms of this letter and the terms of the Charge over the Barclays Charged Accounts and the Charge over accounts with the bank as described at parts (h) and (i) of this Schedule.

n)

A risk participation agreement between the bank, Barclays Bank PLC, WIGL and Sequa in terms satisfactory to the bank.

The "Overseas Subsidiaries" means:

(a)

Warwick Benbassat SA (Spain);

(b)

Warwick Massa SpA (Italy);

(c)

Warwick France SA (France);

(d)

Esimit SpA (Italy);

(e)

Warwick International de Brasil LTDA (Brazil);

(f)

Warwick South Africa (Pty) Limited (South Africa);

(g)

Warwick Portugal SA (Portugal);

(h)

Warwick Adriss SAS (France);

(i)

Esimit France SA (France);

1)

No Bonds, Guarantees or Standby Letters of Credit which exceed USD $500,000 shall have a term of more than 12 months without the bank's prior written consent .

2)

Audited individual and consolidated UK statutory accounts are to be submitted not later than six months after the balance sheet date.

3)

Monthly management accounts in a form acceptable to the bank, of which the bank shall be the sole judge, are to be submitted within 28 days of the end of the month to which they relate. Such management accounts are to contain:

-

detailed profit and loss accounts,

-

individual/consolidated balance sheets,

-

comments on material deviations to budget.

4)

A minimum of GBP 7,500,000 cash collateral is to be held with HSBC at all times on a specifically designated account. A minimum of GBP 7,500,000 cash collateral is to be held with Barclays Bank PLC at all times on a specifically designated account each of which will be charged to the bank. These funds aggregating GBP 15,000,000 may not be withdrawn from either account without the prior written consent of the bank and Barclays Bank PLC, such consent not to be unreasonably withheld. The minimum level of cash collateral can be increased at any time provided that, at all times, the amounts standing to the credit of the account with the bank and the account with Barclays Bank PLC are equal. Costs collateral in excess of GBP 15,000,000 (other than any cash collateral which has been deposited on demand by either the bank or Barclays Bank PLC) may be withdrawn upon 15 days' prior written notice to the bank and Barclays Bank PLC.

5)

All bonds issued are to be counter-indemnified by Sequa or WIGL (whether or not issued on behalf of Sequa or WIGL).

Account Name

Account Number

Sort Code

Barclays Bank PLC re Langtham Limited

70790001

20-55-34

Barclays Bank PLC re Warwick International Group Limited

00273805

20-55-34

(i)

provision by Sequa and/or WIGL of cash cover in the same currency in which any engagement or standby letter of credit issued by the bank under the Facilities is denominated; or

(ii)

reducing the amount that may be demanded under any engagement or standby letter of credit issued by the bank under the Facilities; or

(iii)

cancelling any engagement or standby letter of credit issued by the bank under the Facilities or providing other evidence acceptable to the bank that the person to whom any such engagement or standby letter of credit has been issued is no longer relying upon the same.

Date 24 January 2005       

Director

/s/Stephen Williams             

Stephen Williams

Secretary

 /s/ Simon Watt-Smith           

Simon Watt-Smith