<PAGE>
Exhibit 10.18.1
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT (this "AMENDMENT") is entered into as of May
27, 2003 by and among:
(a) RPM Funding Corporation, a Delaware corporation
("SELLER"),
(b) RPM International Inc., a Delaware corporation ("RPM-
DELAWARE"),
(c) Jupiter Securitization Corporation, a Delaware corporation
("JUPITER" or a "CONDUIT"), and Blue Ridge Asset Funding
Corporation, a
Delaware corporation ("BLUE RIDGE" or a "CONDUIT"),
(d) Bank One, NA (Main Office Chicago), a national banking
association ("BANK ONE"), and its assigns (collectively, the
"JUPITER
LIQUIDITY BANKS" and, together with Jupiter, the "JUPITER GROUP"),
and
Wachovia Bank, National Association, a national banking
association
("WACHOVIA "), and its assigns (collectively, the "BLUE RIDGE
LIQUIDITY
BANKS" and, together with Blue Ridge, the "BLUE RIDGE GROUP"),
(e) Bank One, NA (Main Office Chicago), a national banking
association, in its capacity as agent for the Jupiter Group
(the
"JUPITER AGENT" or a "CO-AGENT"), and Wachovia Bank, National
Association, a national banking association, in its capacity as
agent
for the Blue Ridge Group (the "BLUE RIDGE AGENT" or a "CO-AGENT"),
and
(f) Bank
One, NA (Main Office Chicago), a national banking
association, in its capacity as administrative agent for the
Jupiter
Group, the Blue Ridge 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"),
with respect to the Receivables Purchase
Agreement dated as of June 6, 2002 by
and among the Seller, the Jupiter Group,
the Blue Ridge Group, and the Agents
(the "RPA").
UNLESS DEFINED ELSEWHERE HEREIN,
CAPITALIZED TERMS USED IN THIS AMENDMENT SHALL
HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN
the RPA.
WITNESSETH:
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:
<PAGE>
1. Amendments.
1.1. The definition of "LIQUIDITY TERMINATION DATE" in the RPA
is hereby amended and restated in its
entirety to read as follows:
"LIQUIDITY TERMINATION DATE" means May 25, 2004.
1.2. SECTION 10.3 OF THE RPA is hereby amended and restated in
its entirety to read as follows:
Section 10.3. Increased Cost and Reduced Return. If after the
date hereof, any Funding Source shall be charged any fee, expense
or
increased cost on account of the adoption of any applicable law,
rule
or regulation (including any applicable law, rule or regulation
regarding capital adequacy), any accounting principles or any
change in
any of the foregoing, or any change in the interpretation or
administration thereof by the Financial Accounting Standards
Board
("FASB"), any governmental authority, any central bank or any
comparable agency charged with the interpretation or
administration
thereof, or compliance with any request or directive (whether or
not
having the force of law) of any such authority or agency (a
"REGULATORY
CHANGE"): (i) that subjects any Funding Source to any charge or
withholding on or with respect to any Funding Agreement or a
Funding
Source's obligations under a Funding Agreement, or on or with
respect
to the Receivables, or changes the basis of taxation of payments to
any
Funding Source of any amounts payable under any Funding
Agreement
(except for changes in the rate of tax on the overall net income of
a
Funding Source or taxes excluded by Section 10.1) or (ii) that
imposes,
modifies or deems applicable any reserve, assessment, insurance
