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Exhibit 10.18.2
AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT (this "AMENDMENT") is entered into as of May
25, 2004 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,
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.
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:
1
RPM AMENDMENT NO. 3 TO RPA
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1. Amendments.
1.1. The following new definitions are hereby added to Exhibit
I to the RPA in their appropriate
alphabetical order:
"FOREIGN RECEIVABLE" means a Receivable (other than a Canadian
Receivable) as to which the Obligor (a) if a natural person, is not
a
resident of the United States of America, and (b) if a corporation
or
other business entity, is organized under the laws of and/or
maintains
its chief executive office in a jurisdiction other than the
United
States of America.
"STATE GOVERNMENT RECEIVABLE" means a Receivable as to which
the Obligor is a state government or a state governmental
subdivision
or agency in the United States of America.
1.2. Clause (iii) of the definition of "ELIGIBLE RECEIVABLE"
in the RPA is hereby amended and restated
in its entirety to read as follows:
(iii) which is not a Charged-Off Receivable or a Defaulted
Receivable,
1.3. The following definitions in the RPA are hereby amended
and restated in their entirety to read,
respectively, as follows:
"ADJUSTED ELIGIBLE RECEIVABLES" means the aggregate
Outstanding Balance of Eligible Receivables less (i) the Cash
Discount
Exposure Factor; (ii) the Contractual Rebate Accruals; (iii)
the
aggregate Outstanding Balance of all State Government Receivables
in
excess of 5% of the aggregate Outstanding Balance of all
Receivables;
(iv) the aggregate Outstanding Balance of all other Government
Receivables in excess of 3% of the aggregate Outstanding Balance of
all
Receivables; (v) the aggregate Outstanding Balance of all
Canadian
Receivables in excess of 3% of the aggregate Outstanding Balance of
all
Receivables; (vi) the aggregate Outstanding Balance of all
Foreign
Receiv
