-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvU60T2zeUsufQkh9qt6vic9oq0CqG/zHwUGkuxBFa1GwxtCWJuj8nWETgyg8P2U kEoGVx1MM5MoC67rNVojLw== 0000950136-07-004849.txt : 20070711 0000950136-07-004849.hdr.sgml : 20070711 20070711162017 ACCESSION NUMBER: 0000950136-07-004849 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070711 DATE AS OF CHANGE: 20070711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUA CORP /DE/ CENTRAL INDEX KEY: 0000095301 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 131885030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09976 FILM NUMBER: 07974460 BUSINESS ADDRESS: STREET 1: 200 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129865500 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: SUN CHEMICAL CORP DATE OF NAME CHANGE: 19870521 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PRINTING INK CORP DATE OF NAME CHANGE: 19710510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alexander Marjorie CENTRAL INDEX KEY: 0001387774 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 914-725-3366 MAIL ADDRESS: STREET 1: 24 MORRIS LANE CITY: SCARSDALE STATE: NY ZIP: 10583 SC 13D/A 1 file1.htm FORM SC 13D/A



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                                Sequa Corporation
                                (Name of Issuer)

                       Class B Common Stock, no par value
                         (Title of Class of Securities)

                                    81732 020
                                 (CUSIP Number)

                         Robert F. Quaintance, Jr., Esq.
                             William D. Regner, Esq.
                            Debevoise & Plimpton LLP
                                919 Third Avenue
                               New York, NY 10022
                                 (212) 909-6000
  (Name, Address and Telephone Number of Person Authorized to Received Notices
                               and Communications)

                                  July 8, 2007
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



The Executors, the July 2005 Trust, the Second July 2005 Trust, the Trustees and
the Corporations (all as defined in the Schedule (as defined below) and
collectively, the "Filing Persons") hereby amend and supplement the Schedule 13D
originally filed with the Securities and Exchange Commission on January 29, 2007
(the "Schedule") as follows:

This Statement relates to the Class B common stock, no par value, of Sequa
Corporation (the "Company").

Item 4. Purpose of Transaction.

Item 4 of the Schedule is hereby amended by inserting the following text at the
end thereof:

The Company has entered into an Agreement and Plan of Merger, dated as of July
8, 2007 (the "Merger Agreement"), with Blue Jay Acquisition Corporation, a
Delaware corporation ("Parent"), and Blue Jay Merger Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Merger Co"). Parent and
Merger Co are entities directly and indirectly owned by Carlyle Partners V, L.P.
and its affiliates (collectively, "Carlyle"). The Merger Agreement contemplates
that Merger Co will be merged with and into the Company (the "Merger"), with the
Company continuing as the surviving corporation and a wholly owned subsidiary of
Parent.

On July 8, 2007, in connection with the execution of the Merger Agreement, each
of the Filing Persons and certain other stockholders of the Company
(collectively, the "Principal Stockholders"), entered into a Voting Agreement
(the "Voting Agreement") with the Company, Parent and Merger Co. Pursuant to the
Voting Agreement, each of the Principal Stockholders has agreed, among other
things and subject to certain exceptions, (i) to vote all of his, her or its
shares of Class A Common Stock and Class B Common Stock of the Company
(together, the "Common Stock") in favor of the approval of the Merger Agreement
and against certain actions involving the Company that would have the effect of
impeding, interfering with, delaying, postponing or impairing the Merger, (ii)
to grant Parent and its designees an irrevocable proxy to vote such shares with
respect to the foregoing matters and (iii) not to transfer or dispose of any of
his, her or its shares of Common Stock of the Company (other than to transferees
who agree to be bound by the Voting Agreement).

The foregoing description of the Voting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Voting Agreement, which is filed as Exhibit 3 hereto and is incorporated herein
by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer.

Item 6 of the Schedule is hereby amended by inserting the following text at the
end thereof:

On July 8, 2007, each of the Filing Persons entered into the Voting Agreement,
pursuant to which each of the Principal Stockholders has agreed, among other
things and subject to certain exceptions, (i) to vote all of his, her or its
shares of Common Stock in favor of the approval of the Merger Agreement and
against certain actions involving the Company that would have the effect of
impeding, interfering with, delaying, postponing or impairing the Merger, (ii)
to grant Parent and its designees an irrevocable proxy to vote such shares with
respect to the foregoing


                                        2



matters and (iii) not to transfer or dispose of any of his, her or its shares of
Common Stock of the Company (other than to transferees who agree to be bound by
the Voting Agreement).

Item 7. Materials to Be Filed as Exhibits.

Item 7 of the Schedule is hereby amended by inserting the following text at the
end thereof:

Exhibit 3 - Voting Agreement, dated as of July 8, 2007, by and among certain
principal stockholders set forth on Schedule A attached thereto, Sequa
Corporation, Blue Jay Acquisition Corporation and Blue Jay Merger Corporation.


                                        3



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 11, 2007


                                        /s/ Marjorie Alexander
                                        ----------------------------------------
                                        Marjorie Alexander


                                        4



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 11, 2007

                                      FIFTY BROAD STREET, INC.
                                      FORFED CORPORATION
                                      42 NEW STREET, INC.
                                      YOUANDI CORPORATION
                                      COURTNEY CORPORATION


                                      /s/ Gail Binderman
                                      ------------------------------------------
                                      Gail Binderman
                                      Individually and on behalf of
                                      the above named Corporations as
                                      Vice President


                                        5



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 11, 2007


                                      /s/ Mark Alexander
                                      ----------------------------------------
                                      Mark Alexander


                                        6



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 11, 2007


                                      /s/ Sharon Zoffness
                                      ------------------------------------------
                                      Sharon Zoffness


                                        7



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 11, 2007

                                      Gail Binderman, Mark Alexander and Sharon
                                      Zoffness as Trustees u/i dtd July 13, 2005


                                      /s/ Gail Binderman
                                      ------------------------------------------
                                      Gail Binderman
                                      Trustee


                                        8



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

July 11, 2007

                                      Gail Binderman, Mark Alexander and Sharon
                                      Zoffness as Trustees u/i dtd July 13, 2005


                                      /s/ Gail Binderman
                                      ------------------------------------------
                                      Gail Binderman
                                      Trustee


                                        9

EX-3 2 file2.htm VOTING AGREEMENT


                                                                  EXECUTION COPY

                                VOTING AGREEMENT

          This VOTING AGREEMENT (this "Agreement"), dated as of July 8, 2007, is
made by and among the parties set forth on Schedule A attached hereto (each, a
"Principal Stockholder" and collectively, the "Principal Stockholders"), SEQUA
CORPORATION, a Delaware corporation (the "Company"), BLUE JAY ACQUISITION
CORPORATION, a Delaware corporation ("Parent"), and BLUE JAY MERGER CORPORATION,
a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Co").
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Merger Agreement (as defined below).

          WHEREAS, the Company, Parent and Merger Co are entering into an
Agreement and Plan of Merger, dated as of the date hereof (as amended or
supplemented from time to time in accordance with the terms thereof, the "Merger
Agreement"), providing for the merger of Merger Co with and into the Company
with the Company as the surviving corporation (the "Merger"), upon the terms and
subject to the conditions set forth in the Merger Agreement;

          WHEREAS, as of the date hereof, each Principal Stockholder
beneficially owns the number of shares of (i) class A common stock, no par
value, of the Company (the "Class A Common Stock") and (ii) class B common
stock, no par value, of the Company (the "Class B Common Stock" and collectively
with the Class A Common Stock, the "Common Stock") set forth opposite such
Principal Stockholder's name on Schedule A attached hereto; and

          WHEREAS, as a condition to the willingness of Parent and Merger Co to
enter into the Merger Agreement, each of Parent and Merger Co has required that
each Principal Stockholder agrees, and in order to induce Parent and Merger Co
to enter into the Merger Agreement, each Principal Stockholder has agreed, to
enter into this Agreement with respect to (a) all the shares of Common Stock now
beneficially owned by, and all the shares of Common Stock or other voting
securities of the Company which may hereafter be acquired by, or on behalf of,
or issued to such Principal Stockholder (collectively, the "Shares") and (b)
certain other matters as set forth herein.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

                                   ARTICLE I.
                                VOTING AGREEMENT

          Section 1.1 Voting Agreement. Each Principal Stockholder hereby agrees
that during the time this Agreement is in effect, at any meeting of the
stockholders of the Company, however called, or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other approval (including
by written consent) is sought, such Principal Stockholder shall (i) when a
meeting is held, appear at such meeting or otherwise cause the Shares to be
counted as present thereat for the purpose of establishing a quorum and (ii)
vote (or cause to be voted) the Shares: (a) in favor of the Merger, the Merger
Agreement and the transactions contemplated by the Merger Agreement if a vote,
consent or other approval (including by written



consent) with respect to any of the foregoing is sought and (b) against any (x)
merger agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company or
any other Acquisition Proposal, (y) amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the Company
or any of its subsidiaries, which amendment or other proposal or transaction
would in any manner reasonably be expected to impede, delay, frustrate, prevent
or nullify the Merger, the Merger Agreement or (z) any other matter on which the
stockholders are entitled to vote that, to the actual knowledge of such
Principal Stockholder, would result in a breach in any material respect of any
representation, warranty, covenant or agreement of the Company under the Merger
Agreement or change in any manner the voting rights of any class of the Common
Stock.

          Section 1.2 Proxy. EACH PRINCIPAL STOCKHOLDER HEREBY GRANTS TO, AND
APPOINTS, PARENT, THE PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR
RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT,
EACH OF THEM INDIVIDUALLY, SUCH PRINCIPAL STOCKHOLDER'S PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES, OR TO
GRANT APPROVAL IN RESPECT OF THE SHARES, SOLELY WITH RESPECT TO THE MATTERS SET
FORTH IN, AND IN THE MANNER CONTEMPLATED BY, SECTION 1.1. THIS PROXY IS
IRREVOCABLE (SUBJECT TO THE PENULTIMATE SENTENCE OF THIS SECTION 1.2) AND
COUPLED WITH AN INTEREST AND EACH PRINCIPAL STOCKHOLDER AGREES TO TAKE SUCH
FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY. THE PROXY GRANTED BY EACH PRINCIPAL
STOCKHOLDER SHALL BE AUTOMATICALLY REVOKED UPON TERMINATION OF THIS AGREEMENT IN
ACCORDANCE WITH ITS TERMS. EACH PRINCIPAL STOCKHOLDER HEREBY REVOKES ANY PROXY
PREVIOUSLY GRANTED BY SUCH PRINCIPAL STOCKHOLDER WITH RESPECT TO THE SHARES.

          Section 1.3 Acknowledgment. Each Principal Stockholder hereby
acknowledges receipt and review of a copy of the Merger Agreement.

                                   ARTICLE II.
                         REPRESENTATIONS AND WARRANTIES
                          OF THE PRINCIPAL STOCKHOLDERS

          Each Principal Stockholder, severally and not jointly, hereby
represents and warrants to Parent as follows:

          Section 2.1 Authority Relative To This Agreement. Such Principal
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform his, her or its obligations hereunder and to consummate
the transactions to be consummated by him, her or it as contemplated hereby.
This Agreement has been duly and validly executed and delivered by such
Principal Stockholder.


                                        2



          Section 2.2 No Conflict.

          (a) The execution and delivery of this Agreement by such Principal
Stockholder do not, and the performance of his, her or its obligations under
this Agreement by such Principal Stockholder and the consummation of the
transactions to be consummated by him, her or it as contemplated hereby shall
not, (i) conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to such Principal Stockholder or by which the Shares held by
such Principal Stockholder as of the date hereof are bound or affected or (ii)
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Shares held by such
Principal Stockholder as of the date hereof pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Principal Stockholder is a party or
by which such Principal Stockholder or the Shares held by such Principal
Stockholder as of the date hereof are bound or affected.

          (b) The execution and delivery of this Agreement by such Principal
Stockholder do not, and the performance of his, her or its obligations under
this Agreement shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any court or arbitrator or any
governmental entity, agency or official, except for applicable requirements, if
any, of the Securities and Exchange Act of 1934, as amended, and the applicable
requirements of state securities or "blue sky" laws and state takeover laws, and
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or delay
the performance by such Principal Stockholder of his, her or its obligations
under this Agreement.

          Section 2.3 Ownership Of Shares. As of the date hereof, such Principal
Stockholder is the record or beneficial owner of the Shares set forth opposite
such Principal Stockholder's name on Schedule A hereto, free and clear of all
pledges, liens, proxies, claims, charges, security interests, preemptive rights,
voting trusts, voting agreements, options, rights of first offer or refusal and
any other encumbrances or arrangements whatsoever with respect to the ownership,
transfer or other voting of such Shares (collectively, "Liens"). There are no
outstanding options, warrants or rights to purchase or acquire, or agreements or
arrangements relating to the voting of, any Shares held by such Principal
Stockholder as of the date hereof, and such Principal Stockholder has the sole
authority to direct the voting of such Shares in accordance with the provisions
of this Agreement and the sole power of disposition with respect to such Shares,
with no restrictions, subject to applicable federal securities laws on his, her
or its rights of disposition pertaining thereto (other than Liens or
restrictions created by this Agreement). As of the date hereof, such Principal
Stockholder does not own beneficially or of record any equity securities of the
Company other than the Shares and other equity securities set forth opposite
such Principal Stockholder's name on Schedule A hereto. Such Principal
Stockholder has not appointed or granted any proxy that is still in effect with
respect to any Shares held by such Principal Stockholder.

          Section 2.4 No Finder's Fee. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or


                                        3



commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of such Principal Stockholder.

          Section 2.5 Reliance By The Buyers. Such Principal Stockholder
understands and acknowledges that Parent and Merger Co are entering into the
Merger Agreement in reliance upon such Principal Stockholder's execution and
delivery of this Agreement.

          Section 2.6 No Other Representations or Warranties. Except for the
representations and warranties expressly contained in this Article II, such
Principal Shareholder makes no express or implied representation or warranty
with respect to such Principal Shareholder, the Shares or any other matters.

                                  ARTICLE III.
                    COVENANTS OF THE PRINCIPAL STOCKHOLDERS

          Section 3.1 No Inconsistent Agreement. Each Principal Stockholder
hereby covenants and agrees that such Principal Stockholder (i) shall not enter
into any agreement that would restrict, limit or interfere with the performance
of such Principal Stockholder's obligations hereunder and (ii) shall not
knowingly take any action that would reasonably be expected to make any of his,
her or its representations or warranties contained herein untrue or incorrect or
have the effect of preventing or disabling him, her or it from performing his,
her or its obligations under this Agreement, in each case except as permitted or
contemplated by this Agreement.

          Section 3.2 No Transfer. Other than pursuant to the terms of this
Agreement or the Merger Agreement, without the prior written consent of Parent
or as otherwise provided in this Agreement, during the term of this Agreement,
each Principal Stockholder hereby agrees to not, directly or indirectly, (a)
grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of any Shares or (b) sell, assign,
transfer, encumber or otherwise dispose of (including by merger, consolidation
or otherwise by operation of law), or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect assignment,
transfer, encumbrance or other disposition of (including by merger,
consolidation or otherwise by operation of law), any Shares, provided that any
Principal Stockholder may transfer any or all Shares held by such Principal
Stockholder to any Person who has agreed to be bound by the terms of this
Agreement as a Principal Stockholder and who delivers to the Company, Parent and
Merger Co a duly executed copy of this Agreement (and in such event the
transferring Principal Stockholder shall be relieved of his, her or its
obligations under this Agreement with respect to the Shares so transferred).
Each Principal Stockholder agrees, while this Agreement is in effect, to
promptly notify Parent of the number of any Shares acquired by such Principal
Stockholder, if any, after the date hereof.

          Section 3.3 No Solicitation. Each Principal Stockholder hereby
acknowledges that he, she or it is aware of the covenants of the Company
contained in Section 6.04 of the Merger Agreement and hereby agrees that he, she
or it shall, and shall cause his, her or its representatives to, after the
Solicitation Period End Date, promptly cease any discussions or negotiations
with any parties that may be ongoing as of such date with respect to an
Acquisition Proposal. Each Principal Stockholder hereby further agrees that he,
she or it shall not, nor shall


                                        4



he, she or it permit any of his, her or its representatives to, directly or
indirectly, (i) solicit, initiate or knowingly encourage (including by way of
furnishing non-public information or providing access to the Company's or such
Principal Stockholder's properties, books, records or personnel, as applicable)
any inquiries regarding, or the making of any proposal or offer that
constitutes, or could reasonably be expected to lead to, an Acquisition Proposal
or (ii) have any discussions or participate in any negotiations regarding an
Acquisition Proposal, or execute or enter into any agreement, understanding or
arrangement with respect to an Acquisition Proposal, except, in each case, to
the extent that the Company is permitted to engage in such solicitation,
initiation, encouragement, discussions or negotiations pursuant to Section 6.04
of the Merger Agreement and except that (x) in connection with a termination of
the Merger Agreement in accordance with its terms, each Principal Stockholder
shall be entitled to enter into a voting agreement with the Person making an
Acquisition Proposal and (y) nothing contained in this Section 3.3(a) shall
prohibit any Principal Stockholder from responding to an unsolicited proposal or
inquiry solely by advising the Person making such proposal or inquiry of the
terms of this Section 3.3(a); provided, that, to the extent that the Company
informs such Principal Stockholder that the Board of Directors of the Company or
the Transaction Committee has determined that the Company is entitled to engage
in any such solicitation, initiation, encouragement, discussion or negotiation
pursuant to Section 6.04 of the Merger Agreement, such Principal Stockholder may
conclusively rely on such determination and shall not be held liable for breach
under this Agreement if such determination is later determined to be incorrect
or inconsistent with the terms of the Merger Agreement. Each Principal
Stockholder shall advise Parent in writing of the receipt by such Principal
Stockholder or any of his, her or its representatives of any Acquisition
Proposal (in each case within 48 hours of receipt thereof), specifying the
material terms and conditions thereof. Each Principal Stockholder shall promptly
notify Parent in writing of any modifications to the financial or other material
terms of such Acquisition Proposal not previously provided to Parent.

          Section 3.4 Waiver Of Appraisal Rights. Each Principal Stockholder
hereby irrevocably and unconditionally waives, and agrees to prevent the
exercise of, any rights of appraisal, any dissenters' rights and any similar
rights relating to the Merger or any related transaction that such Principal
Stockholder may directly or indirectly have by virtue of the ownership of any
Shares.

          Section 3.5 No Restraint On Officer Or Director Action; Etc. Each
Principal Shareholder has executed this Agreement solely in his, her or its
capacity as the record or beneficial owner, as applicable, of the Shares. Each
of the executors under the will of Norman E. Alexander and trustees of any trust
that is a Principal Stockholder has executed this Agreement solely in his or her
capacity as executor or trustee, as applicable, and under no circumstances shall
any such executor or trustee be personally liable for any obligations of any of
the Principal Stockholders hereunder. Notwithstanding any provision to the
contrary in this Agreement, each of Parent and Merger Co hereby acknowledges and
agrees that no provision in this Agreement shall in any way (a) limit or
restrict any Principal Stockholder, or any affiliate, employee, shareholder,
member, partner, agent, representative, successor or designee of any Principal
Stockholder, in such Person's capacity, if any, as a director or officer of the
Company or any subsidiary thereof (including any vote that such Person may take
as a director of the Company on any matter presented to the Board of Directors
of the Company or the Transaction Committee), and no action taken by such Person
in such other capacity shall be deemed to


                                        5



constitute a breach of any provision of this Agreement, or (b) limit or affect
the Company's rights in connection with the Merger Agreement.

          Section 3.6 Enforceability. Each Principal Stockholder hereby
covenants and agrees that such Principal Stockholder shall not object to or take
any action to challenge the validity or enforceability of this Agreement or
raise the validity or enforceability of this Agreement as a defense in any
action brought by Parent.

          Section 3.7 Obligations Several And Not Joint. The obligations of each
Principal Stockholder hereunder shall be several and not joint, and no Principal
Stockholder shall be liable for any breach of the terms of this Agreement by any
other Principal Stockholder.

                                   ARTICLE IV.
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants to each Principal
Stockholder and Parent that the Company has all necessary power and authority to
execute and deliver this Agreement and this Agreement has been duly authorized,
executed and delivered by the Company and, assuming the due authorization,
execution and delivery by the other parties hereto, is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors rights generally and by
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The Board of Directors of the
Company has taken all necessary action to ensure that the restrictions on
business combinations contained in Section 203 of the General Corporation Law of
the State of Delaware will not apply to this Agreement or the transactions
contemplated by this Agreement. The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated hereby and compliance
with the terms hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any provision
of, the articles of incorporation or by-laws of the Company, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule or regulation applicable to
the Company or to the Company's property or assets.

                                   ARTICLE V.
                                  MISCELLANEOUS

          Section 5.1 Termination. This Agreement and all of its provisions
shall terminate (i) automatically, without any notice of other action by any
Person, upon the earliest of (A) the Effective Time or (B) the termination of
the Merger Agreement in accordance with its terms, or (ii) written notice of
termination of this Agreement by Parent to the Principal Stockholders (such date
of termination, the "Termination Date"). Nothing in this Section 5.1 shall be
deemed to release any party from any liability for any breach by such party of
the terms and provisions of this Agreement prior to the Termination Date.


                                        6



          Section 5.2 No Survival of Representations And Warranties. The
representations and warranties of the parties contained herein shall expire, and
shall be terminated and extinguished, upon termination of this Agreement
pursuant to Section 5.1.

          Section 5.3 Amendment Of Merger Agreement. The obligations of the
Principal Stockholders under this Agreement shall terminate if the Merger
Agreement is amended or otherwise modified after the date hereof without the
prior written consent of the Principal Stockholders in a manner that reduces or
changes the form of Merger Consideration or otherwise adversely affects any of
the Principal Stockholders.

          Section 5.4 Fees And Expenses. Except as otherwise provided herein or
as set forth in the Merger Agreement, all costs and expenses incurred in
connection with the transactions contemplated by this Agreement shall be paid by
the party incurring such costs and expenses.

          Section 5.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (a) on the date
of delivery if delivered personally, (b) on the first business day following the
date of dispatch if delivered by a nationally recognized next-day courier
service, (c) on the fifth business day following the date of mailing if
delivered by registered or certified mail (postage prepaid, return receipt
requested) or (d) if sent by facsimile transmission, when transmitted and
receipt is confirmed. All notices hereunder shall be delivered to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 5.5):

               if to Parent or Merger Co:

               Blue Jay Acquisition Corporation
               c/o:
               The Carlyle Group
               1001 Pennsylvania Avenue, NW

               Suite 220 South
               Washington, DC 20004
               Attention: Peter Clare
                          Adam Palmer
               Facsimile: (202) 347-9250

               with a copy to:

               Latham & Watkins LLP
               555 Eleventh Street, NW
               Washington, DC 20004
               Attention: Daniel T. Lennon
                          David S. Dantzic
               Facsimile: (202) 637-2201

               if to the Company:


                                        7



               Sequa Corporation
               200 Park Avenue
               New York, NY 10166
               Attention: John J. Dowling, III, Senior Vice President, Legal
               Facsimile: (212) 949-5849

               with a copy to:

               Cahill Gordon & Reindel LLP
               80 Pine Street
               New York, NY 10005
               Attention: W. Leslie Duffy, Roger D. Andrus, Jonathan I. Mark
               Facsimile: (212) 269-5420

               if to any Principal Stockholder:

               c/o Neal T. Dorman, Esq.
               Hartman & Craven LLP
               488 Madison Avenue
               New York, NY 10022

               with copies to:

               Debevoise & Plimpton LLP
               919 Third Avenue
               New York, NY 10022
               Attention: Robert F. Quaintance, Jr.
                          William D. Regner
               Facsimile: (212) 909-6836

               and

               Hartman & Craven LLP
               488 Madison Avenue
               New York, NY 10022
               Attention: Neal T. Dorman
               Facsimile: (212) 688-2870

          Section 5.6 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as


                                       8



possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

          Section 5.7 Entire Agreement; Assignment. This Agreement and the
Merger Agreement constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, among the parties hereto, or
any of them, with respect to the subject matter hereof and thereof. This
Agreement shall not be assigned (whether pursuant to a merger, by operation of
law or otherwise), except that Parent or Merger Co may assign all or any of
their rights and obligations hereunder to an Affiliate, provided, however, that
no such assignment shall relieve the assigning party of its obligations
hereunder if such assignee does not perform such obligations.

          Section 5.8 Amendment. This Agreement may be amended by the parties
hereto by action taken by or on behalf of the respective Boards of Directors of
the parties (in the case of the Company, Parent and Merger Co) and the Principal
Stockholders at any time prior to the Effective Time. This Agreement may not be
amended except by an instrument in writing signed by each of the parties hereto.

          Section 5.9 Waiver. At any time prior to the Effective Time, any party
hereto may (a) extend the time for the performance of any obligation or other
act of any other party hereto, (b) waive any inaccuracy in the representations
and warranties of any other party contained herein or in any document delivered
pursuant hereto or (c) waive compliance with any agreement of any other party or
any condition to its own obligations contained herein. Any such extension or
waiver shall be valid if set forth in an instrument in writing signed by the
party or parties to be bound thereby. The failure of any party to assert any of
its rights under this Agreement or otherwise shall not constitute a waiver of
those rights.

          Section 5.10 Parties in Interest. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

          Section 5.11 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without giving
effect to the choice of law principles therein).

          Section 5.12 Specific Performance; Submission To Jurisdiction. The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in Court of Chancery or other courts of the State of Delaware, this
being in addition to any other remedy to which such party is entitled at law or
in equity. In addition, each of the parties hereto (a) consents to submit itself
to the personal jurisdiction of the Court of Chancery or other courts of the
State of Delaware in the event any dispute arises out of this Agreement or any
of the transactions contemplated by this Agreement, (b) agrees that it will not
attempt to deny or


                                       9



defeat such personal jurisdiction by motion or other request for leave from such
court, (c) agrees that it will not bring any action relating to this Agreement
or any of the transactions contemplated by this Agreement in any court other
than the Court of Chancery or other courts of the State of Delaware and (d) to
the fullest extent permitted by Law, consents to service being made through the
notice procedures set forth in Section 5.5. Each party hereto hereby agrees
that, to the fullest extent permitted by Law, service of any process, summons,
notice or document by U.S. registered mail to the respective addresses set forth
in Section 5.5 shall be effective service of process for any suit or proceeding
in connection with this Agreement or the transactions contemplated hereby.

          Section 5.13 Waiver of Jury Trial. Each of the parties hereto hereby
waives to the fullest extent permitted by applicable Law any right it may have
to a trial by jury with respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement. Each of the parties hereto
(a) certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications in this
Section 5.13.

          Section 5.14 Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

          Section 5.15 Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

          Section 5.16 Further Assurances. From time to time, at the request of
another party and without further consideration, each party hereto shall take
such reasonable further action as may reasonably be necessary or desirable to
consummate and make effective the transactions contemplated by this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                       10



          IN WITNESS WHEREOF, the Principal Stockholders, the Company, Parent
and Merger Co have caused this Agreement to be duly executed on the date hereof.

                                      BLUE JAY ACQUISITION CORPORATION


                                      By: /s/ Adam Palmer
                                          --------------------------------------
                                          Name: Adam Palmer
                                          Title: Vice President


                                      BLUE JAY MERGER CORPORATION


                                      By: /s/ Adam Palmer
                                          --------------------------------------
                                          Name: Adam Palmer
                                          Title: Vice President


                                      SEQUA CORPORATION


                                      By: /s/ Martin Weinstein
                                          --------------------------------------
                                          Name: Martin Weinstein
                                          Title: Vice Chairman and Chief
                                                 Executive Officer


       [SIGNATURES OF PRINCIPAL STOCKHOLDERS BEGIN ON THE FOLLOWING PAGE]



                                        PRINCIPAL STOCKHOLDERS:

                                        MARJORIE ALEXANDER, GAIL
                                        BINDERMAN, MARK ALEXANDER
                                        AND SHARON ZOFFNESS, AS
                                        EXECUTORS U/W NORMAN E.
                                        ALEXANDER


                                        /s/ Marjorie Alexander
                                        ----------------------------------------
                                        Marjorie Alexander, Executor


                                        /s/ Gail Binderman
                                        ----------------------------------------
                                        Gail Binderman, Executor


                                        /s/ Mark Alexander
                                        ----------------------------------------
                                        Mark Alexander, Executor


                                        /s/ Sharon Zoffness
                                        ----------------------------------------
                                        Sharon Zoffness, Executor


                                        FORFED CORPORATION


                                        By /s/ Gail Binderman
                                           -------------------------------------
                                           Name: Gail Binderman
                                           Title: Vice President


                                        FIFTY BROAD STREET, INC.


                                        By /s/ Gail Binderman
                                           -------------------------------------
                                           Name: Gail Binderman
                                           Title: Vice President


                                        COURTNEY CORPORATION


                                        By /s/ Gail Binderman
                                           -------------------------------------
                                           Name: Gail Binderman
                                           Title: Vice President



                                        42 NEW STREET, INC.


                                        By /s/ Gail Binderman
                                           -------------------------------------
                                           Name: Gail Binderman
                                           Title: Vice President


                                        YOUANDI CORP.


                                        By /s/ Gail Binderman
                                           -------------------------------------
                                           Name: Gail Binderman
                                           Title: Vice President


                                        GAIL BINDERMAN, MARK
                                        ALEXANDER AND SHARON
                                        ZOFFNESS AS TRUSTEES U/I DTD
                                        JULY 13, 2005


                                        /s/ Gail Binderman
                                        ----------------------------------------
                                        Gail Binderman, Trustee


                                        /s/ Mark Alexander
                                        ----------------------------------------
                                        Mark Alexander, Trustee


                                        /s/ Sharon Zoffness
                                        ----------------------------------------
                                        Sharon Zoffness, Trustee


                                        GAIL BINDERMAN, MARK
                                        ALEXANDER AND SHARON
                                        ZOFFNESS AS TRUSTEES U/I DTD
                                        JULY 13, 2005


                                        /s/ Gail Binderman
                                        ----------------------------------------
                                        Gail Binderman, Trustee


                                        /s/ Mark Alexander
                                        ----------------------------------------
                                        Mark Alexander, Trustee


                                        /s/ Sharon Zoffness
                                        ----------------------------------------
                                        Sharon Zoffness, Trustee




                                      NORMAN AND MARJORIE ALEXANDER
                                      FOUNDATION, INC.


                                      By /s/ Gail Binderman
                                         ---------------------------------------
                                         Name: Gail Binderman
                                         Title: Vice President



                                   Schedule A

                             Principal Stockholders



                                              Number of Shares of    Number of Shares of
               Name of Holder                Class A Common Stock   Class B Common Stock
- ------------------------------------------   --------------------   --------------------

Marjorie Alexander, Gail Binderman, Mark
Alexander and Sharon Zoffness,
as Executors u/w Norman E. Alexander(1)               49,690                198,526
Forfed Corporation                                 1,743,143              1,379,843
Fifty Broad Street, Inc.                              14,297                167,878
Courtney Corporation                                      --                 68,524
42 New Street, Inc.                                   45,000                 45,000
Youandi Corp.                                         30,000                 30,000
Gail Binderman, Mark Alexander and Sharon
Zoffness as Trustees u/i dtd July 13, 2005                --                 83,234
Gail Binderman, Mark Alexander and Sharon
Zoffness as Trustees u/i dtd July 13, 2005                --                 38,154
Norman and Marjorie Alexander
Foundation, Inc.                                     110,415                     --


- ----------
(1)  The Executors also beneficially own (i) 2,048 shares of Common Stock held
     in the account of Norman E. Alexander in the Sequa 401(k) Plan and (ii)
     Company Stock Options to purchase in the aggregate 35,000 shares of Common
     Stock.

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