AMENDMENT NO. 5 TO RECEIVABLES
PURCHASE AGREEMENT
THIS AMENDMENT (this
“Amendment” ) is entered into as of
August 26, 2005 by and among:
(a)
RPM Funding Corporation, a Delaware
corporation ( “Seller” ),
(b)
RPM International Inc., a Delaware
corporation ( “RPM-Delaware”
),
(c)
Blue Ridge Asset Funding
Corporation, a Delaware corporation ( “Blue
Ridge” or “Conduit’’
), and
(d)
Wachovia Bank, National Association,
a national banking association, individually (
“Wachovia” or a “Liquidity
Bank” and, together with Blue Ridge, the
“Blue Ridge Group” ), as Blue Ridge Agent
(the “Co-Agent” ) and as administrative
agent the “Administrative Agent” and,
together with the Co-Agent, the “Agents”
),
with respect to
the Receivables Purchase Agreement dated as of June 6, 2002 by
and among the Seller, RPM-Delaware, the Blue Ridge Group, and the
Agents, as heretofore amended from time to time (the
“RPA ” ).
Unless
defined elsewhere herein, capitalized terms used in this Amendment
shall have the meanings assigned to such terms in the
RPA.
WHEREAS, the parties wish to amend the RPA as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and
the other mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
The
definition of “Liquidity Termination
Date” is hereby amended and restated to read
as follows:
“Liquidity Termination Date” means
October 31, 2005.
2.
Reaffirmation of Performance Undertaking. RPM-Delaware
hereby ratifies the Performance Undertaking and confirms that its
obligations thereunder remain in full force and effect.
3.
Representations. In order to induce the Agents and the
Purchasers to agree to this Amendment, each of the Seller Parties
hereby represents a
