EX-4(D)



 








EXHIBIT 4(d)




AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENT




          This AMENDMENT NO. 2 (the “Amendment”) dated as of January 31, 2007 is by and among
SWC Receivables Funding LLC (the “Borrower”), The Sherwin-Williams Company (the
“Servicer”), CIESCO, LLC (“Ciesco”), as a Conduit Lender, Citibank, N.A.
(“Citibank”), as a Committed Lender, and Citicorp North America, Inc. (“CNAI”), as
a Managing Agent and as Program Agent.




          PRELIMINARY STATEMENTS:




          (1) The Borrower, Servicer, Ciesco, Citibank and CNAI are parties to a Loan and Servicing
Agreement, dated as of February 1, 2006 (as amended, supplemented or otherwise modified previously
and from time to time hereafter, the “Agreement”); capitalized terms defined therein being
used herein as therein defined unless otherwise defined herein.




          (2) In consideration of the mutual agreements contained herein, and for other valuable
consideration, receipt of which is hereby acknowledged, the parties hereto have agreed to amend the
Agreement as set forth herein.




          NOW, THEREFORE, the parties hereto agree as follows:




          SECTION 1. Amendment to Agreement.




          Effective as of the date hereof and subject to the satisfaction of the condition precedent set
forth in Section 3 hereof, the Agreement is hereby amended as follows:






     1.1 Clause (xiii) of the definition of “Eligible Receivable” set forth in
Section 1.01 of the Agreement is hereby amended and restated in its entirety as
follows:




     (xiii) which is due and payable in full in accordance with the terms of
the applicable Contract, but not to exceed more than 120 days after the
related original invoice date; provided that for those Receivables with
payment terms of 90-120 days after the original invoice date, such
Receivables in the aggregate cannot exceed 10 % of the aggregate Outstanding
Balance of all Receivables; provided that with respect to an Installment
Receivable, the final due date of the last installment under the Contract of
such Installment Receivable cannot exceed 12 months from the date of such
Installment Receivable’s Contract date.




     1.2 Exhibit F to the Agreement is amended and restated in its entirety by
Schedule I attached hereto.



          SECTION 2. Extension and Waiver.




 









 









     1.1 Pursuant to Section 2.01(c) of the Agreement, the Borrower hereby requests
the Committed Lender to extend the date set forth in clause (i) of the definition of
“Scheduled Termination Date” (the “Commitment Termination Date”) to January 30,
2008. By its signature below, the Committed Lender consents to such extension effective as
of the date hereof. By their signatures below, the Conduit Lender, the Committed Lender and
CNAI as a Managing Agent and as Program Agent each hereby waive the requirement set forth in
clause (iv) of Section 2.01(c) that such request for an extension must be
given at least sixty (60) days prior to the current Commitment Termination Date.




     1.2 By its signature below, CNAI, as a Managing Agent and as Program Agent, hereby
waives any Event of Termination under Section 7.01(b) of the Agreement arising out
of (a) the breach of Section 5.03(e) of the Agreement in connection with (i) the
addition of certain Deposit Accounts and Lock-Boxes at Bank of America, N.A., (ii) the
closing of certain Deposit Accounts at Wachovia Bank, National Association and (iii) the
closing of a certain Deposit Account at National City Bank and (b) the failure of the
Deposit Accounts maintained at Bank of America, N.A., to be re-titled in the name of the
Borrower.



          SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of
the date hereof upon receipt by CNAI of the counterparts of this Amendment duly executed by each of
the parties hereto.




          SECTION 4. Representations and Warranties of the Borrower and the Servicer. Each of
the Borrower and the Servicer represents and warrants as to itself as follows:





     (a) No authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution, delivery
and performance by such Person of this Amendment or the performance by such Person of the
Agreement as amended by this Amendment;




     (b) This Amendment and the Agreement, as amended by this Amendment, constitute legal,
valid and binding obligations of such Person enforceable against such Person in accordance
with their terms;




     (c) Upon the effectiveness of this Amendment, such Person hereby reaffirms all
covenants, representations and warranties made by it in the Agreement, as amended, and
agrees that all such covenants, representations and warranties shall be deemed to have been
re-made as of the effective date of this Amendment; and




     (d) Upon the effectiveness of this Amendment, no Event of Termination, and no
Incipient Event of Termination shall have occurred and is continuing.



          (e) The Borrower agrees to obtain and deliver to CNAI, within 30 days after the effective
date hereof, (a) an executed Blocked Account Agreement among the Borrower, the Originator, CNAI and
Bank of America, N.A., with respect to any Lock-Boxes and Deposit Accounts maintained at Bank of
America, N.A., and set forth on Schedule I attached hereto that are currently not subject
to a Blocked Account Agreement and (b) evidence that all Deposit Accounts maintained at Bank of
America, N.A., have been re-titled in the name of the Borrower.




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          SECTION 5. Reference to and the Effect on the Agreement. (a) On and after the
effective date of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Agreement, and each reference to the
Agreement in any Facility Document or any other document, instrument or certificate delivered in
connection with any of the foregoing, shall mean and be a reference to the Agreement as amended
hereby.




          (b) Except as specifically amended above, the Agreement is and shall continue to be in full
force and effect and is hereby ratified and confirmed.




          SECTION 6. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Program Agent, the Managing Agents and the Lenders in
connection with the preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Program Agent, the Managing Agents and the Lenders with
respect thereto and with respect to advising the Program Agent, the Managing Agents and the Lenders
as to its rights and responsibilities hereunder and thereunder.




          SECTION 7. Execution in 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 and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.




          SECTION 8. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.




[Remainder of page intentionally left blank.]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	 	 
	 	SWC RECEIVABLES FUNDING LLC, as the Borrower

 	 
	 	By:  	/s/  Sean P. Hennessy
 	 
	 	 	Name:  	Sean P. Hennessy 	 
	 	 	Title:  	President 	 
	 
	 	THE SHERWIN-WILLIAMS COMPANY, as Servicer

 	 
	 	By:  	/s/  Cynthia D. Brogan
 	 
	 	 	Name:  	Cynthia D. Brogan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., as a Managing Agent
and as Program Agent

 	 
	 	By:  	/s/  Patricia Schaupp
 	 
	 	 	Name:  	Patricia Schaupp 	 
	 	 	Title:  	Vice President 	 
	 
	 	CIESCO, LLC, as a Conduit Lender


By: Citicorp North America, Inc., as
Attorney-in-Fact

 	 
	 	By:  	/s/  Patricia Schaupp
 	 
	 	 	Name:  	Patricia Schaupp 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIBANK, N.A., as a Committed Lender

 	 
	 	By:  	/s/  Patricia Schaupp
 	 
	 	 	Name:  	Patricia Schaupp 	 
	 	 	Title:  	Vice President