EX-10.2







Exhibit 10.2




AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT




               THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 29, 2009 (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 Agents 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) Amendments to Definitions. The definition of “EBITDA” contained in Exhibit I of
the Receivables Purchase Agreement is hereby amended and restated as follows:




               “EBITDA” shall mean, for any period of four consecutive fiscal quarters, determined on a
consolidated basis for the RPM-Delaware and its Subsidiaries, (i) the sum of (A) net income of the
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 in addition to those provided for in clause (B) above, up to an aggregate amount
of not more than $25,000,000, incurred during such period, and (D) one-time cash charges incurred
during the period from June 1, 2008 through May 31, 2010, but only up to
an aggregate amount of not more than $25,000,000 during such period, minus (ii) cash payments
made by the RPM-Delaware or any of its Subsidiaries in respect of




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asbestos liabilities (which liabilities include, without limitation, defense costs and
indemnification liabilities incurred in connection with asbestos liabilities) during such period.




          (b) Amendment to Add New Definitions.




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




     “Capital Expenditures” shall mean all expenditures made by RPM-Delaware and its
Subsidiaries that, in conformity with GAAP, are required to be included in or reflected on
the consolidated balance sheet of RPM-Delaware as a fixed or capital asset of RPM-Delaware
or any of its Subsidiaries, including, without limitation, Capital Lease Obligations of
RPM-Delaware or any of its Subsidiaries.



     “Dividends” shall mean any distribution, dividend, or payment to any Person
(other than RPM-Delaware or a Subsidiary of RPM-Delaware ) on account of any Equity
Interests of any of RPM-Delaware or its Subsidiaries.



     “Domestic Subsidiary” shall mean any Subsidiary organized under the law of the
United States of America, any State thereof, or the District of Columbia.



     “Equity Interests” shall mean, as applied to any Person, any capital stock,
membership interests, partnership interests or other equity interests of such Person,
regardless of class or designation, and all warrants, options, purchase rights, conversion
or exchange rights, voting rights, calls or claims of any character with respect thereto.



     “Fixed Charge Coverage Ratio” shall mean, for any period of four consecutive
fiscal quarters of RPM-Delaware , the ratio of (i) EBITDA for such period to (ii) the sum of
each of the following for such period: (A) Interest Expense, (B) income taxes paid in cash
by RPM-Delaware or any of its Subsidiaries (other than such taxes on non-recurring gains),
(C) Capital Expenditures, (D) scheduled principal payments of US Indebtedness and (E) (1)
for each such period ending on or before May 31, 2010, 70% of Dividends paid in cash during
such period, and (2) for each such period ending after May 31, 2010, 100% of Dividends paid
in cash during such period.



     “US Indebtedness” shall mean all amortizing Indebtedness of RPM-Delaware and
its Domestic Subsidiaries, and excludes specifically all Indebtedness that is scheduled to
be paid only upon final maturity thereof.



          (c) Section 9.1(n) of the Agreement is hereby amended and restated in its entirety to read as
follows:





     (n) RPM-Delaware shall permit the Indebtedness of RPM-Delaware and its
Subsidiaries, determined on a consolidated basis, on any date to exceed 55% of the
sum of such Indebtedness and consolidated shareholders’ equity of RPM-Delaware and
its consolidated Subsidiaries on such date; provided that for



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purposes of calculating consolidated shareholders’ equity, non-cash charges related
to the writedown or impairment of goodwill or other tangibles shall be included in
such calculation



          (d) Section 9.1 of the Agreement is hereby amended to add the following Amortization Event:




               (p) RPM-Delaware shall permit the Fixed Charge Coverage Ratio, calculated as at the end of
each fiscal quarter ending August 31, 2009 and each fiscal quarter ending thereafter, to be less
than 1.00:1.00.



          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




          (b) receipt by each Purchaser of a fully earned and non-refundable fee in an amount equal to
0.15% on the Commitment for each Purchaser, payable in U.S. dollars in immediately available funds.




          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).




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          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>




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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/ Edward W. Moore
	 	 
	 

	 	 	 	 
	Name:

	 	Edward W. Moore	 	 
	Title:

	 	Secretary	 	 






RPM INTERNATIONAL INC., as Servicer




	 	 	 	 	 
	By:

	 	/s/ P. Kelly Tompkins
	 	 
	 

	 	 	 	 
	Name:

	 	P. Kelly Tompkins	 	 
	Title:

	 	EVP- Administration, CFO & Asst. Sec.	 	 






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FIFTH THIRD BANK, as Purchaser




	 	 	 	 	 
	By:

	 	/s/ Andrew D. Jones	 	 
	
Name:

	 	 

Andrew D. Jones
	 	 
	Title:

	 	Assistant Vice President	 	 






WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser and Administrative Agent




	 	 	 	 	 
	By:

	 	/s/ Michael J. Landry
	 	 
	 

	 	 	 	 
	Name:

	 	Michael J. Landry	 	 
	Title:

	 	Vice President	 	 







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