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                                                                     EXHIBIT 4.8


                                                                  EXECUTION COPY

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                         REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 5, 2003

                                 by and between

                               SEQUA CORPORATION

                                      and

                            BEAR, STEARNS & CO. INC.



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                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of June 5, 2003, by and between Sequa Corporation, a
Delaware corporation (the "Company"), and Bear, Stearns & Co. Inc. (the "Initial
Purchaser"), who has agreed to purchase the Company's 8 7/8% Series A Senior
Notes due 2008 (the "Series A Notes") , which shall be part of that certain
series titled "8 7/8% Series A Senior Notes due 2008" created by Securities
Resolution No. 2 of the Company, effective as of April 2, 2001, pursuant to the
Purchase Agreement (as defined herein).

                  This Agreement is made pursuant to the Purchase Agreement,
dated June 2, 2003 (the "Purchase Agreement"), by and between the Company and
the Initial Purchaser. In order to induce the Initial Purchaser to purchase the
Series A Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchaser set forth in Section 3 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated as of July 29,
1999 (the "Indenture"), by and between the Company and The Bank of New York (as
successor to Harris Trust Company of New York), as Trustee, relating to the
Series A Notes and the Series B Notes (as defined).

                  The parties hereby agree as follows:

                  Section 1. Definitions. As used in this Agreement, the
following capitalized terms shall have the following meanings:

                  Act:  The Securities Act of 1933, as amended.

                  Affiliate:  As defined in Rule 144 of the Act.

                  Broker-Dealer: Any broker or dealer registered under the
Exchange Act.

                  Closing Date:  The date hereof.

                  Commission:  The Securities and Exchange Commission.

                  Consummate: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes tendered by
Holders thereof pursuant to the Exchange Offer.

                  Consummation Deadline:  As defined in Section 3(b) hereof.

                  Effectiveness Deadline: The date that is 180th days after the
Closing Date; provided, however, that with respect to any Shelf Registration
Statement, the Effectiveness
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Deadline shall be the 180th day after the delivery of a Shelf Notice as required
pursuant to Section 4 hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended.

                  Exchange Offer: The exchange and issuance by the Company of a
principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

                  Exchange Offer Registration Statement: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  Exempt Resales: The transactions in which the Initial
Purchaser proposes to sell the Series A Notes to certain "qualified
institutional buyers," as such term is defined in Rule 144A under the Act and
pursuant to Regulation S under the Act.

                  Filing Deadline: (A) If no Exchange Offer Registration
Statement has been filed by the Company pursuant to this Agreement, the 90th day
after the Closing Date; and (B) with respect to a Shelf Registration Statement,
the 90th day after the delivery of a Shelf Notice as required pursuant to
Section 4 hereof.

                  Holders:  As defined in Section 2 hereof.

                  indemnified party:  As defined in Section 8(c) hereof.

                  indemnifying person: As defined in Section 8(c) hereof.

                  Prospectus: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  Recommencement Date:  As defined in Section 6(d) hereof.

                  Registration Default:  As defined in Section 5 hereof.

                  Registration Statement: Any registration statement of the
Company relating to an offering of Series B Notes pursuant to an Exchange Offer
or (b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

                  Regulation S:  Regulation S promulgated under the Act.

                  Rule 144:  Rule 144 promulgated under the Act.


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                  Series B Notes: The Company's 8 7/8% Senior B Notes due 2008
to be issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

                  Shelf Registration Statement:  As defined in Section 4 hereof.

                  Suspension Notice:  As defined in Section 6(d) hereof.

                  TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

                  Transfer Restricted Securities: Each (A) Series A Note, until
the earliest to occur of (i) the date on which such Series A Note is exchanged
in the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note may be distributed to the public pursuant to Rule 144(k)
under the Act and each (B) Series B Note held by a Broker Dealer until the date
on which such Series B Note is disposed of by a Broker-Dealer pursuant to the
"Plan of Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

                  Underwritten Registration: A registration in which securities
of the Company are sold to an underwriter for reoffering to the public.

                  Section 2. Holders. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a "Holder") whenever such Person owns
Transfer Restricted Securities.

                  Section 3. Registered Exchange Offer.

                  (a) Unless the Exchange Offer shall not be permitted by
applicable federal law (after the procedures set forth in Section 6(a)(i) below
have been complied with), the Company shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than the applicable Filing
Deadline and (ii) use its reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective on or before the applicable
Effectiveness Deadline. The Exchange Offer shall be on the appropriate form
permitting (i) registration of the Series B Notes to be offered in exchange for
the Series A Notes that are Transfer Restricted Securities and (ii) resales of
Series B Notes by Broker-Dealers that tendered into the Exchange Offer Notes
that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any of its Affiliates) as contemplated by
Section 3(c) below.

                  (b) The Company shall use its reasonable best efforts to keep
the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 Business Days. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use


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its reasonable best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 days thereafter (such 30th day
being the "Consummation Deadline"). The Company shall use its reasonable best
efforts to keep the Exchange Offer Registration Statement effective and to amend
and supplement the Prospectus contained therein in order to permit such
Prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as is
necessary to comply with applicable law in connection with any resale of the
Series B Notes; provided, however, that such period shall not exceed 180 days
after the consummation of the Exchange Offer.

                  (c) The Company shall include a "Plan of Distribution" section
in the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted Securities
that were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement. See the Shearman & Sterling
no-action letter (available July 2, 1993).

                  Section 4. Shelf Registration.

                  (a) Shelf Registration. If (i) the Exchange Offer is not
permitted by applicable law (after the Company has complied with the procedures
set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted
Securities shall notify the Company within 20 Business Days following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Series B Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes
acquired directly from the Company or pursuant to the Purchase Agreement, then
the Company shall, following written notice thereof (the "Shelf Notice"):

                           (x) cause to be filed, on or prior to the applicable
         Filing Deadline a shelf registration statement pursuant to Rule 415
         under the Act (which may be an amendment to the Exchange Offer
         Registration Statement (the "Shelf Registration Statement")), relating
         to all Transfer Restricted Securities; and

                           (y) shall use its reasonable best efforts to cause
         such Shelf Registration Statement to become effective on or prior to
         the applicable Effectiveness Deadline.

                  If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted


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under applicable federal law (i.e., clause (a)(i) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that, in such event, the Company
shall remain obligated to meet the Effectiveness Deadline set forth in clause
(y).

                  To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company shall use its reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period
as will terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto.

                  (b) Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

                  Section 5. Liquidated Damages. If (i) any Registration
Statement required by this Agreement is not filed with the Commission on or
prior to the applicable Filing Deadline, (ii) any such Registration Statement
has not been declared effective by the Commission on or prior to the applicable
Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or
prior to the Consummation Deadline or (iv) any Registration Statement required
by this Agreement is filed and declared effective but shall thereafter cease to
be effective or fail to be usable for its intended purpose without being
succeeded within five days by a post-effective amendment to such Registration
Statement that cures such failure (each such event referred to in clauses (i)
through (iv), a "Registration Default"), then the Company hereby agrees to pay
to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase by an additional $.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.40 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Company shall in no
event be required to pay liquidated


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damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

                  All accrued liquidated damages shall be paid to the Holders
entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. Notwithstanding the fact that any securities for which
liquidated damages are due cease to be Transfer Restricted Securities, all
obligations of the Company to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

                  Section 6. Registration Procedures.

                  (a) Exchange Offer Registration Statement. In connection with
the Exchange Offer:

                           (i) As a condition to its participation in the
         Exchange Offer, each Holder of Transfer Restricted Securities
         (including, without limitation, any Holder who is a Broker Dealer)
         shall furnish, upon the request of the Company, prior to the
         Consummation of the Exchange Offer, a written representation to the
         Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Series B Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Series B Notes in its ordinary course of business. As a
         condition to its participation in the Exchange Offer each Holder using
         the Exchange Offer to participate in a distribution of the Series B
         Notes shall acknowledge and agree that, if the resales are of Series B
         Notes obtained by such Holder in exchange for Series A Notes acquired
         directly from the Company or an Affiliate thereof, it (1) could not,
         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in Morgan Stanley and
         Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
         Corporation (available May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and
         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.


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<PAGE>
                           (ii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company shall provide a supplemental letter
         to the Commission (A) stating that the Company is registering the
         Exchange Offer in reliance on the position of the Commission enunciated
         in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
         Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
         applicable, any no-action letter obtained pursuant to clause (i) above,
         (B) including a representation that the Company has not entered into
         any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of the Company's information and belief, each Holder participating
         in the Exchange Offer is acquiring the Series B Notes in its ordinary
         course of business and has no arrangement or understanding with any
         Person to participate in the distribution of the Series B Notes
         received in the Exchange Offer and (C) any other undertaking or
         representation required by the Commission as set forth in any no-action
         letter obtained pursuant to clause (i) above, if applicable.

                  (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall:

                           (i) comply with all the provisions of Section 6(c)
         below and use its reasonable best efforts to effect such registration
         to permit the sale of the Transfer Restricted Securities being sold in
         accordance with the intended method or methods of distribution thereof
         (as indicated in the information furnished to the Company pursuant to
         Section 4(b) hereof), and pursuant thereto the Company will prepare and
         file with the Commission a Registration Statement relating to the
         registration on any appropriate form under the Act, which form shall be
         available for the sale of the Transfer Restricted Securities in
         accordance with the intended method or methods of distribution thereof
         within the time periods and otherwise in accordance with the provisions
         hereof, and

                           (ii) issue, upon the request of any Holder or
         purchaser of Series A Notes covered by any Shelf Registration Statement
         contemplated by this Agreement, Series B Notes having an aggregate
         principal amount equal to the aggregate principal amount of Series A
         Notes sold pursuant to the Shelf Registration Statement and surrendered
         to the Company for cancellation; the Company shall register Series B
         Notes on the Shelf Registration Statement for this purpose and issue
         the Series B Notes to the purchasers of securities subject to the Shelf
         Registration Statement in the names as such purchasers shall designate.

                  (c) General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Company
shall:

                           (i) use its reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective


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<PAGE>
         and usable for resale of Transfer Restricted Securities during the
         period required by this Agreement, the Company shall file promptly an
         appropriate amendment to such Registration Statement curing such
         defect, and, if Commission review is required, use its reasonable best
         efforts to cause such amendment to be declared effective as soon as
         practicable.

                           (ii) prepare and file with the Commission such
         amendments and post-effective amendments to the applicable Registration
         Statement as may be necessary to keep such Registration Statement
         effective for the applicable period set forth in Section 3 or 4 hereof,
         as the case may be; cause the Prospectus to be supplemented by any
         required Prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Act, and to comply fully with Rules 424,
         430A and 462, as applicable, under the Act in a timely manner; and
         comply with the provisions of the Act with respect to the disposition
         of all securities covered by such Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                           (iii) advise each Holder promptly and, if requested
         by such, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement in order
         to make the statements therein not misleading, or that requires the
         making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. If at any time the Commission
         shall issue any stop order suspending the effectiveness of the
         Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company shall use its
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest possible time;

                           (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus


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         will not contain an untrue statement of a material fact or omit to
         state any material fact necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading;

                           (v) furnish to each Holder in connection with such
         exchange or sale, if any, before filing with the Commission, copies of
         any Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of at least five Business Days, and the
         Company will not file any such Registration Statement or Prospectus or
         any amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which such Holders shall reasonably object within five Business Days
         after the receipt thereof. A Holder shall be deemed to have reasonably
         objected to such filing if such Registration Statement, amendment,
         Prospectus or supplement, as applicable, as proposed to be filed,
         contains an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein not misleading
         or fails to comply with the applicable requirements of the Act;

                           (vi) if (1) a Shelf Registration Statement is filed
         pursuant to Section 4 hereof or (2) a Prospectus contained in an
         Exchange Offer Registration Statement filed pursuant to Section 3
         hereof is required to be delivered under the Securities Act by any
         Broker-Dealer who seeks to sell Series B Notes during the Applicable
         Period, upon reasonable advance notice make available for inspection by
         any selling Holder of such Transfer Restricted Securities being sold,
         or each such Broker-Dealer, as the case may be, any underwriter
         participating in any such disposition of Transfer Restricted
         Securities, if any, and any attorney, accountant or other agent
         retained by any such selling Holder or each such Broker-Dealer, as the
         case may be, or underwriter (collectively, the "Inspectors"), at the
         offices where normally kept, during reasonable business hours without
         interfering in the orderly business of the Company, all financial and
         other records, pertinent corporate documents and instruments of the
         Company and its subsidiaries (collectively, the "Records") as shall be
         reasonably necessary to enable them to exercise any applicable due
         diligence responsibilities, and cause the officers, directors and
         employees of the Company and its subsidiaries to supply all information
         reasonably requested by any such Inspector in connection with such
         Registration Statement. Records that the Company determines, in good
         faith, to be confidential and any Records that they notify the
         Inspectors are confidential shall not be disclosed by the Inspectors
         unless (i) the disclosure of such Records is necessary to avoid or
         correct a material misstatement or omission in such Registration
         Statement, (ii) the release of such Records is ordered pursuant to a
         subpoena or other order from a court of competent jurisdiction, (iii)
         after giving reasonable prior notice to the Company, disclosure of such
         information is, in the opinion of counsel for any Inspector, necessary
         or advisable in connection with any action, claim, suit or proceeding,
         directly or indirectly, involving or potentially involving such
         Inspector and arising out of, based upon, relating to or involving this
         Agreement or any transactions contemplated hereby or arising hereunder
         or (iv) the information in such Records has been made generally
         available to the public. Each


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<PAGE>
         selling Holder of such Transfer Restricted Securities and each such
         Broker-Dealer will be required to agree that information obtained by it
         as a result of such inspections shall be deemed confidential and shall
         not be used by it as the basis for any market transactions in the
         securities of the Company unless and until such information is
         generally available to the public. Each selling Holder of such Transfer
         Restricted Securities and each such Broker-Dealer will be required to
         further agree that it will, upon learning that disclosure of such
         Records is sought in a court of competent jurisdiction, give notice to
         the Company and allow the Company to undertake appropriate action to
         prevent disclosure of the Records deemed confidential at the Company's
         sole expense.

                           (vii) if requested by any Holders in connection with
         such exchange or sale, promptly include in any Registration Statement
         or Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities; and make all required filings of such Prospectus supplement
         or post-effective amendment as soon as practicable after the Company is
         notified of the matters to be included in such Prospectus supplement or
         post-effective amendment;

                           (viii) furnish to each Holder in connection with such
         exchange or sale, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);

                           (ix) deliver to each Holder without charge, as many
         copies of the Prospectus (including each preliminary prospectus) and
         any amendment or supplement thereto as such Persons reasonably may
         request; the Company hereby consents to the use (in accordance with
         law) of the Prospectus and any amendment or supplement thereto by each
         selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                           (x) upon the request of any Holder, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any applicable
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to any applicable Registration Statement. In such
         connection, the Company shall:

                                    (A) upon request of any Holder, furnish (or
                  in the case of paragraphs (2) and (3), use its best efforts to
                  cause to be furnished) to each Holder upon the effectiveness
                  of the Shelf Registration Statement, as the case may be:

                                             (1) a certificate, dated such date,
                           signed on behalf of the Company by (x) the President
                           or any Vice President and (y) a principal financial
                           or accounting officer of the Company, confirming, as
                           of the date thereof, the matters set forth in
                           Sections 8(a), 8(b), 8(c) and 8(d) of the


                                       10
<PAGE>
                           Purchase Agreement and such other similar matters as
                           such Holders may reasonably request;

                                             (2) with respect to an Underwritten
                           Registration, an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, of
                           counsel for the Company covering matters similar to
                           those set forth in paragraph (e) of Section 8 of the
                           Purchase Agreement and such other matters as such
                           Holder may reasonably request, and in any event
                           including a statement to the effect that such counsel
                           has participated in conferences with officers and
                           other representatives of the Company, representatives
                           of the independent public accountants for the Company
                           and have considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing (relying as to materiality
                           to the extent such counsel deems appropriate upon the
                           statements of officers and other representatives of
                           the Company) and without independent check or
                           verification, no facts came to such counsel's
                           attention that caused such counsel to believe that
                           the applicable Registration Statement, at the time
                           such Registration Statement or any post-effective
                           amendment thereto became effective and, in the case
                           of the Exchange Offer Registration Statement, as of
                           the date of Consummation of the Exchange Offer,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, or that the Prospectus
                           contained in such Registration Statement as of its
                           date and, in the case of the opinion dated the date
                           of Consummation of the Exchange Offer, as of the date
                           of Consummation, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           necessary in order to make the statements therein, in
                           the light of the circumstances under which they were
                           made, not misleading. Without limiting the foregoing,
                           such counsel may state further that such counsel
                           assumes no responsibility for, and has not
                           independently verified, the accuracy, completeness or
                           fairness of the financial statements, notes and
                           schedules and other financial data included in any
                           Registration Statement contemplated by this Agreement
                           or the related Prospectus; and

                                             (3) with respect to an Underwritten
                           Registration, a customary comfort letter, dated the
                           date of effectiveness of the Shelf Registration
                           Statement, from the Company's independent
                           accountants, in the customary form and covering
                           matters of the type customarily covered in comfort
                           letters to underwriters in connection with
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to
                           Section 8(g) of the Purchase Agreement; and

                                    (B) deliver such other documents and
                  certificates as may be reasonably requested by the selling
                  Holders to evidence compliance with the


                                       11
<PAGE>
                  matters covered in clause (A) above and with any customary
                  conditions contained in the any agreement entered into by the
                  Company pursuant to this clause (x);

                           (xi) prior to any public offering of Transfer
         Restricted Securities, cooperate with the selling Holders and their
         counsel in connection with the registration and qualification of the
         Transfer Restricted Securities under the securities or Blue Sky laws of
         such jurisdictions as the selling Holders may request and do any and
         all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that the Company shall not be required to register or qualify as a
         foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject;

                           (xii) in connection with any sale of Transfer
         Restricted Securities that will result in such securities no longer
         being Transfer Restricted Securities, cooperate with the Holders to
         facilitate the timely preparation and delivery of certificates
         representing Transfer Restricted Securities to be sold and not bearing
         any restrictive legends; and to register such Transfer Restricted
         Securities in such denominations and such names as the selling Holders
         may request at least two Business Days prior to such sale of Transfer
         Restricted Securities;

                           (xiii) use its reasonable best efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                           (xiv) provide a CUSIP number for all Transfer
         Restricted Securities not later than the effective date of a
         Registration Statement covering such Transfer Restricted Securities and
         provide the Trustee under the Indenture with printed certificates for
         the Transfer Restricted Securities which are in a form eligible for
         deposit with the Depository Trust Company;

                           (xv) cause the Indenture to be qualified under the
         TIA not later than the effective date of the first Registration
         Statement required by this Agreement and, in connection therewith,
         cooperate with the Trustee and the Holders to effect such changes to
         the Indenture as may be required for such Indenture to be so qualified
         in accordance with the terms of the TIA; and execute and use its best
         efforts to cause the Trustee to execute, all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner.

                  (d) Restrictions on Holders. Each Holder agrees by acquisition
of a Transfer Restricted Security that, upon receipt of the notice referred to
in Section 6(c)(iii)(C) or any notice from the Company of the existence of any
fact of the kind described in Section 6(c)(iii)(D)


                                       12
<PAGE>
hereof (in each case, a "Suspension Notice"), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
or (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the date of delivery of the
Recommencement Date.

                  Section 7. Registration Expenses.

                  (a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company and the Holders of Transfer Restricted Securities
(subject to Section 7(b) hereof); (v) all application and filing fees in
connection with listing the Series B Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

                  The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company).

                  (b) The Company shall (i) reimburse the Holders of the
Transfer Restricted Securities being registered in a Shelf Registration
Statement for the reasonable fees and disbursements of not more than one counsel
chosen by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities to be included in such Registration Statement and
(ii) reimburse reasonable out-of-pocket expenses (other than legal expenses) of
Holders of Transfer Restricted Securities incurred in connection with the
registration and sale of the Transfer Restricted Securities pursuant to a Shelf
Registration Statement or in connection with the exchange of Transfer Restricted
Securities pursuant to the Exchange Offer.


                                       13
<PAGE>
                  Section 8. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
Holder, its directors, officers and each Person, if any, who controls such
Holder (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, (including without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Company to any Holder or any prospective purchaser of Series B
Notes or registered Series A Notes, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except (i) insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders and (ii) if such Holder sold to the Person asserting the
claim to the Transfer Restricted Securities or Series A Notes that are the
subject of such claim and such untrue statement or omission or alleged untrue
statement or omission was contained or made in any preliminary prospectus and
corrected in the Prospectus or any amendment or supplement thereto and the
Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission of a material fact that was the subject matter of
the related proceeding and it is established by the Company in the related
proceeding that such Holder failed to deliver or provide a copy of the
Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Notes or Exchange Notes sold to
such Person if required by applicable law, unless such failure to deliver or
provide a copy of the Prospectus (as amended or supplemented) was a result of
noncompliance by the Company with Section 5 of this Agreement.

                  (b) Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company, and its
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company,
to the same extent as the foregoing indemnity from the Company set forth in
section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Company by such Holder expressly for use in
any Registration Statement. In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible for any
amount in excess of the amount by which the total amount received by such Holder
with respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

                  (c) In case any action shall be commenced involving any person
in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b)
(the "indemnified party"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying person") in
writing and the indemnifying party shall assume the defense of


                                       14
<PAGE>
such action, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of all fees and expenses of such counsel, as
incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c), but
may employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if the settlement is entered into more than twenty business days after the
indemnifying party shall have received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party) and, prior to the
date of such settlement, the indemnifying party shall have failed to comply with
such reimbursement request. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

                  (d) To the extent that the indemnification provided for in
this Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, on
the one hand, and the Holders, on the other hand, from their sale of Transfer
Restricted Securities or (ii) if the


                                       15
<PAGE>
allocation provided by clause 8(d)(i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) above but also the relative fault of the Company,
on the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

                  The Company and each Holder agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

                  Section 9. Rule 144A And Rule 144. The Company agrees with
each Holder, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Company (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is
subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.


                                       16
<PAGE>
                  Section 10. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Initial Purchaser or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchaser or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 3 and 4 hereof. The Company further agree to waive the defense in any
action for specific performance that a remedy at law would be adequate. (b) No
Inconsistent Agreements. The Company will not, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person, other than in connection with the 8 7/8% Series A
Senior Notes due 2008, issued April 2, 2001, and/or as otherwise set forth in
the Offering Memorandum, dated June 2, 2003 relating to the Series A Notes. The
rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Company's
securities under any agreement in effect on the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of
Section 5 hereof and this Section 10(c)(i), the Company has obtained the written
consent of Holders of not less than a majority of all Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, the Company has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities (excluding Transfer
Restricted Securities held by the Company or its Affiliates). Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer, and that does not
affect directly or indirectly the rights of other Holders whose Transfer
Restricted Securities are not being tendered pursuant to such Exchange Offer,
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities subject to such Exchange Offer.

                  (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

                  (e) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:


                                       17
<PAGE>
                           (i) if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the
         Registrar under the Indenture; and

                           (ii) if to the Company:

                                Sequa Corporation
                                200 Park Avenue
                                New York, NY  10166
                                Facsimile:  (212) 570-3419

                                Attention:  Chief Financial Officer

                                With a copy to:

                                Cahill Gordon & Reindel LLP
                                80 Pine Street
                                New York, New York 10005
                                Facsimile:  (212) 269-5420
                                Attention: W. Leslie Duffy, Esq.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


                                       18
<PAGE>
                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.


                                       19
<PAGE>
                  In Witness Whereof, the parties have executed this Agreement
as of the date first written above.

                                          SEQUA CORPORATION



                                          By: /s/ Kenneth A. Drucker
                                              ----------------------------------
                                              Name:  Kenneth A. Drucker
                                              Title: Vice President & Treasurer


BEAR, STEARNS & CO. INC.


By: /s/ James B. Nish
    ------------------------------------
    Name:  James B. Nish
    Title: Senior Marketing Director