EX-4(C)



 





EXHIBIT 4(c)




AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT




          This AMENDMENT NO. 1 (the “Amendment”) dated as of May 29, 2006 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. Amendments to Agreement .




          Effective as of the date hereof and subject to the satisfaction of the condition precedent set
forth in Section 2 hereof, Section 5.02(b) of the Agreement is hereby amended in its
entirety to read as follows:









Financial Statements. (i) As soon as available, and in any
event within one hundred twenty (120) days after the end of each fiscal year
of the Borrower, a balance sheet of the Borrower as of the end of such
fiscal year and a statement of income and retained earnings of the Borrower
for such fiscal year, certified by the Borrower’s chief financial officer,
chief accounting officer or other manager of the Borrower, (ii) as soon as
is available, and in any event within ninety (90) days after the end of each
fiscal year of Sherwin-Williams, a consolidated balance sheet of
Sherwin-Williams and its Consolidated Subsidiaries as of the end of such
fiscal year and a statement of income and retained earnings of
Sherwin-Williams for such fiscal year, all reported in accordance with GAAP
by Ernst & Young, LLP or other independent public accountants of nationally
recognized standing and (iii) within forty-five (45) days after the end of
the first, second and third quarterly accounting periods in each fiscal year
of Sherwin-Williams, a balance sheet of Sherwin-Williams as of the end of
such fiscal quarter and a statement of income and retained earnings of
Sherwin-Williams for the period commencing at the end of the previous



 









 






fiscal year and ending as of the end of such quarter, certified by the chief
financial officer of Sherwin-Williams.



          SECTION 2. 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 3. 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.



          SECTION 4. 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 5. 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 6. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of

- 2 -









 








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 7. 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.]




- 3 -









 





          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 & Treasurer 	 
	 



Signature Page to Amendment No. 1




 









 








	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., as a Managing 

Agent and as Program Agent

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


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

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

 	 
	 	By:  	/s/  Patricia Schaupp
 	 
	 	 	Name:  	Patricia Schaupp 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 1