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EXHIBIT 10.17.1
AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT, dated as of
January
28, 2003, is by and among Consolidated
Coatings Corporation, an Ohio
corporation, Weatherproofing Technologies,
Inc., a Delaware corporation, DAP
Products Inc., a Delaware corporation, The
Testor Corporation, an Ohio
corporation, Zinsser Co., Inc., a New
Jersey corporation, Tremco Incorporated,
an Ohio corporation, Rust-Oleum
Corporation, an Illinois corporation, The Euclid
Chemical Company, an Ohio corporation, and
Republic Powdered Metals, Inc., an
Ohio corporation (each of the foregoing, an
"ORIGINATOR" and collectively, the
"ORIGINATORS"), and RPM Funding
Corporation, a. Delaware corporation ("BUYER"),
and pertains to that certain Receivables
Sale Agreement dated as of June 6,2002,
by and among the Originators and Buyer, as
heretofore amended (the "AGREEMENT").
Unless defined elsewhere herein,
capitalized terms used in this Agreement shall
have the meanings assigned to such terms in
EXHIBIT I thereto (or, if not
defined in Exhibit I thereto, the meanings
assigned to such terms in EXHIBIT I
to the Purchase Agreement referred to
therein).
PRELIMINARY STATEMENT
The parties wish to amend the Agreement 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:
1. Amendments. Exhibit I to the Agreement is hereby amended as
follows:
(a) The definition of "RECEIVABLE" is hereby amended and restated
in
its entirety to read as follows:
"RECEIVABLE" means all rights to payment owed to an Originator
(at the times it arises, and before giving effect to any transfer
or
conveyance under the Agreement) or Buyer (after giving effect to
the
transfers under the Agreement) constituting an account arising
in
connection with the sale of goods or the rendering of services by
such
Originator and further includes, without limitation, the obligation
to
pay any Finance Charges with respect thereto. Indebtedness and
other
rights and obligations arising from any one transaction,
including,
without limitation, indebtedness and other rights and
obligations
represented by an individual invoice, shall constitute a
Receivable
separate from a Receivable consisting of the indebtedness and
other
rights and obligations arising from any other transaction;
PROVIDED,
HOWEVER, that the ter
