EX-10.16.3



 







Exhibit 10.16.3




AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT




     THIS AMENDMENT (this “Amendment”) is entered into as of May 24, 2005 by and among:




     (a)
RPM Funding Corporation, a Delaware corporation
(“Seller”),




     (b) RPM International Inc., a Delaware corporation (“RPM-
Delaware”),




     (c) Jupiter Securitization Corporation, a Delaware corporation
(“Jupiter”  or a “Conduit”), and Blue Ridge Asset Funding Corporation,
a
Delaware corporation (“Blue Ridge”  or a “Conduit”),




     (d) Wachovia Bank, National Association, a national banking
association, individually (“Wachovia”  or a “Liquidity Bank” and, together
with
Blue Ridge, the “Blue Ridge Group”), and as a
co-agent (a “Co-Agent”), and




     (e) JPMorgan Chase Bank, N.A., successor by merger to Bank One,
NA (Main Office Chicago), individually (“JPMorgan
Chase”  or a “Liquidity
Bank” and, together with Jupiter, the “Jupiter Group”), as a co-agent (a
“Co-
Agent”)  and as administrative agent the “Administrative Agent” and, together
with each of the Co-Agents, the “Agents”),


with respect to the Receivables Purchase Agreement dated as of June 6, 2002 by and among the
Seller, RPM-Delaware, the Jupiter Group, the Blue Ridge Group, and the Agents, as heretofore
amended from time to time (the “RPA”).



Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the
meanings assigned to such terms in the RPA.




W I T N E S S E T H:




     WHEREAS, the parties wish to amend the
RPA 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:




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     1. Amendments.



     1.1. All references in the RPA to “Jupiter Securitization Corporation” and
“Jupiter” (whether alone or as part of another defined term) are hereby replaced with “Blue
Ridge Asset Funding Corporation” and “Blue Ridge,” respectively. From and after effectiveness
of this Amendment in accordance with Section 4 below: (a) Blue Ridge hereby assumes all of
Jupiter’s rights and obligations (if any) under the Transaction Documents, (b) Jupiter is
hereby
released from further obligation under the Transaction Documents, (c) Jupiter shall no longer
be
required to consent to or be a party to any amendment to or waiver or restatement of any
Transaction Document, and (d) Seller and RPM are hereby released from further obligation
under the Transaction Documents to the Jupiter Agent and the members of the Jupiter Group
except that the rights and remedies of the Jupiter Agent and the Jupiter Group with respect to (i)
any breach of any representation and warranty made by any Seller Party pursuant to Article V,
(ii) the indemnification and payment provisions of Article X of the RPA and Sections 14.5 and
14.6 of the RPA shall be continuing and shall survive effectiveness of this Amendment and any
subsequent termination of the RPA.



     1.2. All references in the RPA to “Bank One, NA” and “Bank One” are hereby
replaced with “Wachovia Bank, National Association” and “Wachovia,” respectively. From and
after effectiveness of this Amendment in accordance with Section 4 below: (a) Wachovia hereby
assumes all of JPMorgan Chase’s rights and obligations under the Transaction Documents
(including, without limitation, JPMorgan Chase’s Commitment as a Liquidity Bank and its rights
and obligations as the Administrative Agent), (b) JPMorgan Chase is hereby released from
further obligation under the Transaction Documents, and (c) JPMorgan Chase shall no longer be
required to consent to or be a party to any amendment to or waiver or restatement of any
Transaction Document.



     1.3. The definition of “Liquidity Termination Date” is hereby amended and
restated (solely as to the Blue Ridge Group) to read as follows:



     “Liquidity Termination Date” means August 26, 2005.



     1.4. The definition of “Facility Termination Date” is hereby amended and
restated (solely as to the Blue Ridge Group) to read as follows:




     “Facility Termination Date” means the earlier of (i) the Liquidity
Termination Date, and (ii) the Amortization Date.



     2. Reaffirmation of Performance Undertaking. RPM-Delaware hereby
ratifies the Performance Undertaking and confirms that its obligations thereunder remain in
full
force and effect.



     3. Representations. In order to induce the Agents and the Purchasers to
agree to this Amendment, each of the Seller Parties hereby represents and warrants that (a)
the
representations and warranties set forth in Section 5.1 of the RPA (other than Section 5.1(m))
are
true and correct on and as of the date hereof, and (b) no event has occurred and is continuing
that constitutes an Amortization Event or Potential Amortization Event.



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             4. Conditions
Precedent. This Amendment will become effective as of the
date first above written upon satisfaction of each of the following conditions precedent:




     (a) receipt by each of the Agents of executed counterparts of this
Amendment, duly executed by each of the parties hereto;




     (b) execution and delivery by Wachovia and Blue Ridge of an
amendment to the Blue Ridge Liquidity Agreement to increase the aggregate
commitment thereunder to $127,500,000;




     (c) execution and delivery by Wachovia and each of the parties to the
Collection Account Agreement with National City Bank dated June 6, 2002 of an
assignment thereof in favor of Wachovia as the successor Administrative Agent;
and




     (d) payment of all accrued and unpaid fees under the Fee Letters and,
if applicable, all accrued and unpaid CP Costs and Yield, through May 24, 2005.


Upon effectiveness of this Amendment in accordance with this Section 4, Wachovia is hereby
authorized to file UCC-3 amendments with respect to all financing statements filed against any of
the Originators or the Seller pursuant to the Transaction Documents reflecting Wachovia’s
replacement of JPMorgan Chase as the Administrative Agent.




             5. Bankruptcy
Petition. With respect to each Conduit, each of the other
parties hereto hereby covenants and agrees that, prior to the date that is one year and one
day
after the payment in full of all outstanding senior indebtedness of such Conduit, it will not
institute against, or join any other Person in instituting against, such Conduit any
bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.



             6. 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.



             7. 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.



             8. 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).



             9. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so



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executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same agreement.




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



	 	 	 	 	 
	RPM FUNDING CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Keith R. Smiley	 	 
	 

	 	 	 	 
	Name:

	 	Keith R. Smiley	 	 
	Title:

	 	Vice President and Treasurer	 	 






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	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ P. Kelly Tompkins	 	 
	 

	 	 	 	 
	Name:

	 	P. Kelly Tompkins	 	 
	Title:

	 	Secretary	 	 







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	JUPITER SECURITIZATION CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Maureen Marcon	 	 
	 

	 	 	 	 
	Name:

	 	Maureen Marcon	 	 
	Title:

	 	Authorized Signer	 	 






	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A., individually , as Jupiter Agent And as retiring
Administrative Agent  
	 
	 	 	 	 
	By:

	 	/s/ Maureen Marcon	 	 
	 

	 	 	 	 
	Name:

	 	Maureen Marcon	 	 
	Title:

	 	Vice President	 	 







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	BLUE RIDGE ASSET FUNDING CORPORATION	 	 
	 
	 	 	 	 
	By: Wachovia Capital Markets, LLC, attorney-in fact 
	 
	 	 	 	 
	By:

	 	/s/ Douglas R. Wilson, Sr.	 	 
	 

	 	 	 	 
	Name:

	 	Douglas R. Wilson, Sr.	 	 
	Title:

	 	 Vice President	 	 







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	WACHOVIA BANK, NATIONAL ASSOCIATION, Individually, as Blue Ridge Agent
and as successor Administrative Agent  
	 
	 	 	 	 
	By:

	 	/s/ Gary G. Fleming, Jr.	 	 
	 

	 	 	 	 
	Name:

	 	Gary G. Fleming, Jr.	 	 
	Title:

	 	Director	 	 







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