EX-10.1






Exhibit 10.1




AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
February 27, 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) Victory Receivables Corporation, a Delaware corporation (“Victory” or a “Conduit”), and
Variable Funding Capital Company LLC, a Delaware limited liability company (“VFCC” or a
“Conduit”),




(d) The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (as successor in interest to
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch) and its assigns (together with Victory,
the “Victory Group”), and Wachovia Bank, National Association (together with VFCC, the “VFCC
Group”),




(e) The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent for the Victory Group
(in such capacity, a “Co-Agent”), and Wachovia Bank, National Association, as agent for the VFCC
Group (in such capacity, a “Co-Agent”), and




(f) Wachovia Bank, National Association, as administrative agent for the Victory Group, the
VFCC Group and each Co-Agent (in such capacity, together with its successors and assigns, the
“Administrative Agent” and, together with each of the Co-Agents, the “Agents”),



and pertains to that certain Amended and Restated Receivables Purchase Agreement dated as of May
10, 2006 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) Section 9.1(h)(ii) of the Agreement is hereby amended and restated in its entirety to read
as follows:




(ii) the average of the Delinquency Ratios for the three months then most
recently ended shall exceed 3.00%; or



(b) Each reference in the Agreement to “The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago
Branch” is hereby replaced with a reference to “The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch”.



Section 2. Representations and Warranties. In order to induce the Agents and the
Purchasers to enter into this Amendment, Seller hereby represents and warrants to the Agents 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 Co-Agent of a fully earned and non-refundable fee in an amount equal to
0.075% on the Commitment for the Liquidity Banks in their respective Groups, payable in U.S.
dollars in immediately available funds.



Section 4. Bankruptcy Petition. With respect to each Conduit, each of the other
parties hereto hereby covenants and agrees that, prior to the date that is one year and one day
after the payment in full of all outstanding senior indebtedness of such Conduit, it will not
institute against, or join any other Person in instituting against, such Conduit any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.



Section 5. 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 6. 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 7. 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 8. 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.



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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/ P. Kelly Tompkins 

Name: P. Kelly Tompkins

Title: Executive Vice President — Administration,

Chief Financial Officer and Assistant Secretary















VICTORY RECEIVABLES CORPORATION



By:/s/ Louise E. Colby

Name: Louise E. Colby

Title: Vice President




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Victory Agent



By:/s/ Aditya Reddy

Name: Aditya Reddy

Title: VP and Manager




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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH



By: /s/ Christine L. Howatt

Name: Christine Howatt

Title: Authorized Signatory













VARIABLE FUNDING CAPITAL COMPANY LLC



By: Wachovia Capital Markets, LLC, attorney-in fact



By: /s/ Haojin Wu

Name: Haojin Wu

Title: Vice President




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	WACHOVIA BANK, NATIONAL ASSOCIATION, individually, as VFCC Agent and as

	Administrative Agent







By:/s/ Michael J. Landry

Name: Michael J. Landry

Title: Vice President





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