EX-10.3



 




Exhibit 10.3




AMENDMENT TO RIGHTS AGREEMENT




          Amendment (this “Amendment”) dated as of July 7, 2007 to the Rights Agreement, dated
as of October 30, 2000, between Sequa Corporation, a Delaware corporation (the “Company”)
and The Bank of New York, a New York banking corporation as the Rights Agent, (the
“Agreement”). Capitalized terms used but not defined herein shall have the meanings set
forth in the Agreement.




          WHEREAS, the parties hereto entered into the Agreement, pursuant to which the Rights Agent
agreed to act as agent with respect to the rights, whose privileges and obligations were set forth
in the Agreement.




          WHEREAS, with the approval of the Board of Directors of the Company, the Company proposes to
enter into an Agreement and Plan of Merger, dated as of July 8, 2007, by and among Blue Jay
Acquisition Corporation, Blue Jay Merger Corporation and the Company (the “Merger Agreement”); and




          WHEREAS, the Board of Directors of the Company deems it advisable to amend the Rights
Agreement to enable the Company to enter into the Merger Agreement and consummate the transactions
contemplated thereby, including any transaction which the Board may approve in lieu of the
transaction contemplated by the Merger Agreement as permitted by the terms thereof, without causing
the Rights to become exercisable; and




          WHEREAS, pursuant to Section 26 of the Agreement, the Agreement may be amended by the Company
without the approval of any holders of Right Certificates.




          WHEREAS, the Company has directed the Rights Agent to enter into the amendment and has
delivered a certificate to that effect.




          Accordingly, in consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:’




          Section 1. Amendments to Agreement. The Agreement is amended as follows:





(a) The definition of “Acquiring Person” set forth in Section 1 of the Agreement
shall be amended by deleting the word “and” immediately preceding clause (iv) of
such definition and adding immediately after such clause (iv) the following:




“; and (v) a Permitted Acquiror (as such term is defined herein).”




(b) The following definitions are added to Section 1 of the Agreement:




“Acquisition Transaction” shall mean a transaction or series of related
transactions pursuant to which a third party will acquire through merger or
otherwise 100% of the issued and outstanding Common Stock (excluding dissenting
shares and shares held by Blue Jay Acquisition Corporation and Blue Jay Merger
Corporation).



 









 







“Permitted Acquiror” shall mean Carlyle Partners V, L.P., a Delaware limited
partnership, and its affiliates (collectively, “Carlyle”), which with the prior
approval of the Board of Directors of the Company enters into a written agreement
pursuant to which an Acquisition Transaction is to be consummated; provided that
Carlyle shall be a Permitted Acquiror only for so long as any such agreement is
in full force and effect and is consummated in accordance with its terms as such
terms may be amended from time to time with the prior approval of the Board of
Directors of the Company (or a committee thereof); and provided further in the
event any such agreement is not entered into on or prior to July 9, 2007, or if
entered into is terminated in accordance with its terms prior to the consummation
of the Acquisition Transaction contemplated thereby, Carlyle shall cease to be a
Permitted Acquiror subsequent to such date or concurrent with such termination or
abandonment, as the case may be.”




(c) Section 22 of the Rights Agreement is hereby amended by adding clause (d) as
follows:




“Immediately following the consummation of an Acquisition Transaction with a
Permitted Acquiror, by virtue of such action and without any other action on the
part of the Company or any holder thereof, all Rights issued and outstanding
immediately prior to the consummation of such Acquisition Transaction and the
payment for all shares of Common Stock pursuant thereto, shall cease to be
outstanding and shall be cancelled and retired.”



          Section 2. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and performed entirely
within such State except the rights, duties and obligations of the Rights Agent shall be governed
by and construed in accordance with the laws of the State of New York.




          Section 3. Effect of Amendment. This Amendment shall be deemed effective as of the
date first written above. Except as expressly amended hereby, the Agreement shall remain
unchanged, and the Agreement as amended hereby shall be in full force and effect.




          Section 4. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.




          Section 5. Descriptive Headings. Descriptive headings of the several Sections of this
Amendment are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereto.




 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment o be duly executed and
attested, all as of the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	SEQUA CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kenneth J. Binder	 	 	 	By:	 	/s/ Martin Weinstein	 	 
	 

	 	 

Name:  Kenneth J. Binder
	 	 	 	 	 	 

Name:  Martin Weinstein
	 	 
	 

	 	Title:    Chief Financial
Officer
	 	 	 	 	 	Title:    Chairman and
Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	THE BANK OF NEW YORK, RIGHTS AGENT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Eli Guardiola	 	 	 	By:	 	/s/ Phil Triolo	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Eli Guardiola	 	 	 	 	 	Name: Phil Triolo	 	 
	 

	 	Title:    Assistant Treasurer	 	 	 	 	 	Title:    Assistant Vice President