exv10w2






Exhibit 10.2




     AMENDMENT
NO. 2 TO RECEIVABLES PURCHASE AGREEMENT


          THIS
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT,
dated as of February 18, 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  Wachovia Bank, National Association (“Wachovia” and each
of Fifth Third and Wachovia, a “Purchaser” and, collectively, the “Purchasers”), and




     (d)
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 (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.
Amendment. Exhibit IV to the Agreement is hereby amended and restated in its
entirety read as set forth in Annex A hereto.


          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; and



1









 







          (b) receipt by the Administrative Agent of counterparts of an amendment to the Receivables Sale
Agreement, duly executed by the parties thereto and consented to by the Administrative Agent.



By signing this Amendment, each of the Purchasers hereby consents to the amendment of even date
herewith described in clause (b) above and authorizes the Administrative Agent to consent thereto.



          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 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.



<Balance
of page intentionally left blank>




2









 








          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/ Edward W. Moore
 	 
	 	Name:  	Edward W. Moore  	 
	 	Title:  	Secretary 	 
	 
	RPM INTERNATIONAL INC., as Servicer

 	 
	By:  	/s/  Keith R  Smiley
 	 
	 	Name:  	Keith R  Smiley 	 
	 	Title:  	Vice President, Treasurer & Asst. Sec. 	 



3









 






	 	 	 	 	 



	 	 	 	 	 
	FIFTH THIRD BANK, as Purchaser

 	 
	By:  	/s/ Andrew D. Jones
 	 
	 	Name:  	Andrew D. Jones 	 
	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser and Administrative Agent

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




4