exv10w2






Exhibit 10.2




AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT




     THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 28, 2010 (this
“Amendment”), is entered into by and among:




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




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




     (c) Fifth Third Bank (“Fifth Third”), and Wells Fargo Bank, N.A., successor by merger
to Wachovia Bank, National Association (“Wells Fargo” and each of Fifth Third and Wells
Fargo, a “Purchaser” and, collectively, the “Purchasers”), and




     (d) Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, National Association,
in its capacity as administrative agent for the Purchasers (in such capacity, together with
its successors and assigns, the “Administrative Agent”).


and pertains to that certain Receivables Purchase Agreement dated as of April 7, 2009 among the
parties hereto or their predecessors (as heretofore and hereby amended, the “Agreement”). Unless
defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned
to such terms in the Agreement.




PRELIMINARY STATEMENT




Seller wishes to amend the Agreement as hereinafter set forth, and the
Administrative Agent and the Purchasers are willing to agree to such amendments on
the terms and subject to the conditions set forth in this Amendment.



          Section 1. Amendments.




          (a) The definitions of the terms specified below which are contained in Exhibit I of the
Receivables Purchase Agreement are hereby amended and restated, respectively, as follows:





     “EBITDA” shall mean, for any period of four consecutive fiscal quarters,
determined on a consolidated basis for RPM-Delaware and its Subsidiaries, (i) the
sum of (A) net income of RPM-Delaware and its Subsidiaries (calculated before
provision for income taxes, Interest Expense, extraordinary items, non-recurring
gains or losses in connection with asset dispositions, income attributable to equity
in affiliates, all amounts attributable to depreciation and amortization and
non-cash charges associated with asbestos liabilities) for such period, (B) all
non-cash charges related to the writedown or impairment of goodwill and other
intangibles for such period, (C) non-cash charges or losses related to or resulting
from the bankruptcy filing of any Excluded Subsidiary for such period, (D) non-cash
charges in addition to those provided for in clauses (B) and (C) above, up to an
aggregate amount of not more than $25,000,000, incurred during such period, and (E)
one-time cash charges incurred during the period from June 1, 2008 through



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May 31, 2010, but only up to an aggregate amount of not more than $25,000,000
during such period, minus (ii) the sum of (A) cash payments made by RPM-Delaware or
any of its Subsidiaries in respect of asbestos liabilities (which liabilities
include, without limitation, defense costs and indemnification liabilities incurred
in connection with asbestos liabilities) during such period, and (B) non-cash gains
related to or resulting from the bankruptcy filing of any Excluded Subsidiary for
such period.




     “Subsidiary” shall mean, with respect to any Person (the “parent”) at any date,
(i) any corporation, limited liability company, partnership or other entity the
accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in
accordance with GAAP as of such date and (ii) any other corporation, limited
liability company, partnership or other entity of which ownership interests
representing at least a majority of the ordinary voting power or, in the case of
partnership, at least a majority of the general partnership interests, are, as of
such date, directly or indirectly owned, controlled or held by the parent and/or one
or more of its Subsidiaries; provided, however, that no Excluded Subsidiary shall be
a “Subsidiary” of RPM-Delaware for purposes of this Agreement from (a) May 31, 2010
until (b) the effective date of a bankruptcy plan of reorganization with respect to
such Excluded Subsidiary or the earliest date after the effective date if as of such
date, such entity would otherwise qualify as a “Subsidiary” of RPM-Delaware pursuant
to this definition, and provided, further, that solely for purposes of Section
7.1(i)(O), the Norwegian Company shall not constitute a Subsidiary.



          (b) Exhibit I of the Receivables Purchase Agreement is hereby amended to add the following
definitions in the appropriate alphabetical order:





     “Excluded Subsidiary” shall mean any Potentially Excluded Subsidiary that has been the
subject of an Exclusionary Event and each other corporation, limited liability company,
partnership or other entity of which ownership interests representing at least a majority of
the ordinary voting power or, in the case of partnership, at least a majority of the general
partnership interests are directly or indirectly owned, controlled or held by one or more
Potentially Excluded Subsidiary that has been subject of an Exclusionary Event.




     “Exclusionary Event” shall mean the board of directors of any Potentially Excluded
Subsidiary shall have authorized the filing of a bankruptcy petition with respect to such
Potentially Excluded Subsidiary.




     “Potentially Excluded Subsidiary” shall mean Specialty Products Holding Corp. and
Bondex International Inc.



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          Section 2. Representations and Warranties. In order to induce the Administrative
Agent and the Purchasers to enter into this Amendment, Seller hereby represents and warrants to the
Administrative Agent and the Purchasers, as of the date hereof, that (a) the execution and delivery
by Seller of this Amendment are within its corporate powers and authority and have been duly
authorized by all necessary corporate action on its part, (b) this Amendment has been duly executed
and delivered by Seller, (c) no event has occurred and is continuing that will constitute an
Amortization Event or a Potential Amortization Event, and (d) each of Seller’s representations and
warranties set forth in Section 5.1 of the Agreement (other than Section 5.1(m) thereof) is true
and correct on and as of the date hereof as though made on and as of the date hereof.




          Section 3. Effectiveness. This Amendment shall become effective as of the date
hereof upon satisfaction of each of the following conditions precedent:




          (a) receipt by the Administrative Agent of counterparts hereof, duly executed by each of the
parties hereto;




          (b) receipt by the Administrative Agent of counterparts of an amendment to the RPM Credit
Agreement, duly executed by the parties thereto, containing terms substantially similar to this
Amendment, and satisfaction of all conditions precedent to its effectiveness; and




          (c) receipt by the Administrative Agent of a reasonably satisfactory opinion of RPM-Delaware’s
counsel addressed to the Administrative Agent and the Purchasers covering such matters as they may
reasonably request including, without limitation, that in the event any of the Potentially Excluded
Subsidiaries were to become a debtor in a case under the Federal Bankruptcy Code, it would not be
substantively consolidated with RPM-Delaware or Seller.




          Section 4. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
WHICH SHALL APPLY HERETO).




          Section 5. 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
THE OTHER TRANSACTION DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.




          Section 6. 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).




          Section 7. 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. Delivery of an executed counterpart hereof via facsimile or




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electronic mail of an executed .pdf copy thereof shall, to the fullest extent permitted by
applicable law, have the same force and effect and delivery of an originally executed counterpart
hereof.




<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.




	 	 	 	 	 
	 	RPM FUNDING CORPORATION,  as Seller

 	 
	 	By:  	/s/ Keith R. Smiley	 
	 	Name:  	Keith R. Smiley	 
	 	Title:  	Vice President & Treasurer	 
	 
	 	RPM INTERNATIONAL INC., as Servicer

 	 
	 	By:  	/s/ Edward W. Moore	 
	 	Name:  	Edward W. Moore	 
	 	Title:  	Vice President, General 

Counsel & Secretary	 
	 





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	 	FIFTH THIRD BANK, as Purchaser

 	 
	 	By:  	/s/ Brian Gardner	 
	 	Name:  	Brian Gardner	 
	 	Title:  	Vice President	 
	 






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	 	WELLS FARGO BANK, N.A., as Purchaser and Administrative Agent

 	 
	 	By:  	/s/ Michael J. Landry	 
	 	Name:  	Michael J. Landry	 
	 	Title:  	Vice President	 
	 




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