EX-10.15.3



 






Exhibit 10.15.3




AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENT




     THIS AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENT, dated as of March 8, 2005, is by and among
Weatherproofing Technologies, Inc., a Delaware corporation, DAP Products Inc., a Delaware
corporation, The Testor Corporation, an Ohio corporation, Zinsser Co., Inc., a New Jersey
corporation, Tremco Incorporated, an Ohio corporation, Rust-Oleum Corporation, an Illinois
corporation, The Euclid Chemical Company, an Ohio corporation, and Republic Powdered Metals, Inc.,
an Ohio corporation, Tremco Barrier Solutions, Inc., a Delaware corporation f/k/a Koch
Waterproofing Solutions, Inc. (each of the foregoing, an “Originator” and collectively, the
“Originators”), and RPM Funding Corporation, a Delaware corporation (“Buyer”), and pertains to that
certain Receivables Sale Agreement dated as of June 6, 2002, by and among the Originators and
Buyer, as heretofore amended (the “Agreement”). Unless defined elsewhere herein, capitalized terms
used in this Agreement shall have the meanings assigned to such terms in Exhibit I thereto (or, if
not defined in Exhibit I thereto, the meanings assigned to such terms in Exhibit I to the Purchase
Agreement referred to therein).



PRELIMINARY STATEMENTS





          Rust-Oleum Corporation, an Illinois corporation (“Rust-Oleum”) wishes to
exclude accounts receivable as to which AutoZone, Inc. is the Obligor from the
Receivables it is selling to the Buyer pursuant to the Agreement.




          The Buyer is willing to exclude such accounts receivable from the Receivables
under the Agreement.




          Accordingly, the parties hereby agree to modify the Agreement as hereinafter
set forth.



     NOW, THEREFORE, in consideration of the premises and the other mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. Amendments.



     1.1. The definition of “Receivable” in Exhibit I to the Agreement is hereby amended and
restated in its entirety to read as follows:




          “Receivable” means all rights to payment owed to an Originator (at the times it
arises, and before giving effect to any transfer or conveyance under the Agreement)
or Buyer (after giving effect to the transfers under the Agreement) constituting an
account arising in connection with the sale of goods or the rendering of services by
such Originator and further includes, without limitation, the obligation to pay any
Finance Charges with respect thereto; provided,



 









 






however, that in no event shall the term “Receivable” include such right to
payment arising from any sale of goods or the rendering of services by any
Originator to any Excluded Obligor which occurs after the effective date of the
amendment designating such Obligor as being an Excluded Obligor. Indebtedness and
other rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an
individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any
other transaction; provided, further, that any indebtedness, rights or obligations
referred to in the immediately preceding sentence shall be a Receivable regardless
of whether the account debtor or such Originator treats such indebtedness, rights or
obligations as a separate payment obligation.



     1.2. The following new definition is hereby inserted into Exhibit I to the Agreement in its
appropriate alphabetical order:



     “Excluded Obligor” means AutoZone, Inc.



     2. Representations. In order to induce the other parties hereto to consent to this
Amendment, (a) each of the Originators hereby represents and warrants that, as of the date of this
Amendment, no event has occurred and is continuing that will constitute a Termination Event or a
Potential Termination Event, and (b) Rust-Oleum Corporation hereby represents and warrants that
from and after the date hereof, (i) no proceeds of any right to payment arising from the sale of
goods or the rendering of services by Rust-Oleum Corporation to AutoZone, Inc. (“AutoZone
Receivables”) will be directed to be deposited into any Lock-Box or Collection Account or otherwise
“commingled” with the proceeds of any of the Receivables (as amended hereby) or the Related
Security if such deposit or “commingling” cannot be traced and identified as being proceeds of
AutoZone Receivables,, and (ii) Rust-Oleum can and will account for the AutoZone Receivables
separately from the Receivables.



     3. Condition Precedent. This Amendment will become effective as of the date first
above written upon receipt by the Agent of counterparts of this Amendment, duly executed by each of
the parties hereto and consented to by the Agent.



     4. Miscellaneous.



     4.1. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.



     4.2. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR
ANY OTHER TRANSACTION DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.



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     4.3. Binding Effect. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns (including any trustee
in bankruptcy).



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



<Signature pages follow>




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date hereof.




	 	 	 	 	 
	DAP PRODUCTS INC.,	 	 
	THE TESTOR CORPORATION,	 	 
	ZINSSER CO., INC.,	 	 
	TREMCO INCORPORATED,	 	 
	RUST-OLEUM CORPORATION,	 	 
	THE EUCLID CHEMICAL COMPANY AND	 	 
	REPUBLIC POWDERED METALS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/P. Kelly Tompkins	 	 
	

	 	 	 	 
	Name:

	 	P. Kelly Tompkins	 	 
	Title:

	 	Secretary	 	 
	 
	 	 	 	 
	WEATHERPROOFING TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/Michael J. Drumm	 	 
	

	 	 	 	 
	Name:

	 	Michael J. Drumm	 	 
	Title:

	 	Treasurer	 	 
	 
	 	 	 	 
	TREMCO BARRIER SOLUTIONS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/P. Kelly Tompkins	 	 
	

	 	 	 	 
	Name:

	 	P. Kelly Tompkins	 	 
	Title:

	 	Secretary	 	 
	 
	 	 	 	 
	RPM FUNDING CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/P. Kelly Tompkins	 	 
	

	 	 	 	 
	Name:

	 	P. Kelly Tompkins	 	 
	Title:

	 	Vice President & Secretary	 	 






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Consented to as of the date first above written:




JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA), AS AGENT




	 	 	 	 	 
	By:

	 	/s/Sherri Gerner	 	 
	

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 







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