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                           THIRD AMENDMENT TO
                     RECEIVABLES PURCHASE AGREEMENT


      THIS THIRD AMENDMENT (this "Amendment") dated as of May 15,
2000 is entered into among SEQUA RECEIVABLES CORP., a New York
corporation (the "Seller"), SEQUA CORPORATION, a Delaware
corporation (the "Servicer"), LIBERTY STREET FUNDING CORP., a
Delaware corporation (the "Issuer"), and THE BANK OF NOVA
SCOTIA, a Canadian chartered bank acting through its New York
Agency ("BNS"), as administrator(in such capacity, together with
its successors and assigns in such capacity, the
"Administrator").


                             R E C I T A L S
                             ---------------

      1.   The Seller, the Servicer, the Issuer and the
Administrator are parties to that certain Receivables Purchase
Agreement dated as of November 13, 1998, as amended by the First
Amendment, dated as of May 28, 1999 and by the Second Amendment,
dated as of July 12, 1999 (the "Agreement").

      2.   The Seller, the Servicer, the Issuer and the
Administrator desire to amend the Agreement as hereinafter set
forth.

      NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

      1.   Certain Defined Terms.  Capitalized terms which are
           ---------------------
used herein without definition and that are defined in the
Agreement shall have the same meanings herein as in the
Agreement.

      2.   Amendments to Agreement.  The definition of
           -----------------------
"Delinquency Ratio" as set forth in Exhibit I to the Agreement
is hereby amended and restated in its entirety as follows:

           "Delinquency Ratio" means the ratio (expressed as a
            -----------------
percentage and rounded to the nearest 1/100 of 1%, with 5/1000th
of 1% rounded upward) computed as of the last day of each
calendar month by dividing: (a) the aggregate Outstanding
Balance of all Pool Receivables as to which any payment, or part
thereof, remained unpaid 91-120 days from the original due date
for such payment during such month by (b) the Net Receivables
Pool Balance on such day.


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      3.   Representations and Warranties.  Each of the Seller
           ------------------------------
and the Servicer hereby represents and warrants to the
Administrator and the Issuer as follows:

           (a)   Representations and Warranties.  The
                 ------------------------------
      representations and warranties of such Person contained in
      Exhibit III to the Agreement are true and correct as of the
      date hereof (unless stated to relate solely to an earlier
      date, in which case such representations and warranties
      were true and correct as of such earlier date).

           (b)   Enforceability.  The execution and delivery by
                 --------------
      such Person of this Amendment, and the performance of its
      obligations under this Amendment and the Agreement, as
      amended hereby, are within its corporate powers and have
      been duly authorized by all necessary corporate action on
      its part.  This Amendment and the Agreement, as amended
      hereby, are its valid and legally binding obligations,
      enforceable in accordance with its terms.

           (c)   Termination Event.  No Termination Event or
                 -----------------
      Unmatured Termination Event has occurred and is continuing.

      4.   Effectiveness.  This Amendment shall become effective
           -------------
as of the date hereof upon receipt by the Administrator of the
following, each duly executed and dated as of the date hereof
(or such other date satisfactory to the Administrator), in form
and substance satisfactory to the Administrator:

           (a)   counterparts of this Amendment (whether by
      facsimile or otherwise) executed by each of the parties
      hereto;

           (b)   a written statement from Moody's and Standard &
      Poor's that this Amendment will not result in a downgrade
      or withdrawal of the rating of the Notes; and

           (c)   such other documents and instruments as the
      Administrator may reasonably request.

      5.   Effect of Amendment.  Except as expressly amended and
           -------------------
modified by this Amendment, all provisions of the Agreement
shall remain in full force and effect.  After this Amendment
becomes effective, all references in the Agreement (or in any
other Transaction Document) to "the Receivables Purchase
Agreement," "this Agreement," "hereof," "herein" or words of


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similar effect, in each case referring to the Agreement, shall
be deemed to be references to the Agreement as amended by this
Amendment.  This Amendment shall not be deemed to expressly or
impliedly waive, amend or supplement any provision of the
Agreement other than as set forth herein.

      6.   Counterparts.  This Amendment may be executed in any
           ------------
number of counterparts and by different parties on separate
counterparts, and each counterpart shall be deemed to be an
original, and all such counterparts shall together constitute
but one and the same instrument.

      7.   Governing Law.  This Amendment shall be governed by,
           -------------
and construed in accordance with, the internal laws of the State
of New York without reference to conflict of laws principles.

      8.   Section Headings.  The various headings of this
           ----------------
Amendment are inserted for convenience only and shall not affect
the meaning or interpretation of this amendment or the Agreement
or any provision hereof or thereof.



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      IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first above written.

                                  SEQUA RECEIVABLES CORP.


                                  By:
                                  Name:
                                  Title:


                                  SEQUA CORPORATION


                                  By
                                  Name:
                                  Title:



                                  LIBERTY STREET FUNDING CORP.


                                  By:
                                  Name:
                                  Title:

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                                  THE BANK OF NOVA SCOTIA, as
                                  Administrator


                                  By:
                                  Name:
                                  Title:


                                  Consented and Agreed:
                                  THE BANK OF NOVA SCOTIA, as a
                                  Purchaser under the Liquidity
                                  Agreement


                                  By:
                                  Name:
                                  Title:
                                  Consented and Agreed:
                                  LLOYDS TSB BANK PLC, as a
                                  Purchaser under the Liquidity
                                  Agreement


                                  By:
                                  Name:
                                  Title:


                                  By:
                                  Name:
                                  Title: