<PAGE>
Exhibit 10.17.2
AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT, dated as
of April 30, 2004, is by and among
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 "EXISTING
ORIGINATOR" and collectively, the "EXISTING
ORIGINATORS"), Tremco Barrier
Solutions, Inc., a Delaware corporation
f/k/a Koch Waterproofing Solutions, Inc.
(the "NEW ORIGINATOR" and, together with
the Existing Originators, 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 Existing 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 STATEMENTS
The New Originator wishes to become an Originator under the
Agreement
and to sell Receivables and Related Security to the Buyer.
The Buyer is willing to purchase Receivables and Related Security
from
the New Originator from and after the date hereof pursuant to
the
Agreement.
Each of the other parties hereto is willing to consent to the
New
Originator's addition as an Originator, on the terms and subject to
the
conditions set forth in the Agreement as modified hereby.
Accordingly, the parties hereby agree to modify 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.
(a) The New Originator is hereby added as an Originator under
the Agreement; PROVIDED, HOWEVER, that
solely insofar as the New Originator is
concerned: (a) any reference in the
Agreement to "the date hereof" or "the date
of this Agreement" shall be deemed to be
references to the date of this
Amendment, and (b) the "INITIAL CUTOFF
DATE" for the New Originator shall be
deemed to be the Business Day preceding the
date of this Amendment.
<PAGE>
(b) Exhibit II to the Agreement is hereby amended to add the
following
information thereto:
<TABLE>
<CAPTION>
NAME OF ORIGINATOR
STATE OF
FEDERAL
FORMER CORPORATE, TRADE, OR
ADDRESS OF CHIEF
INCORPORATION EMPLOYEE
ASSUMED NAMES
EXECUTIVE OFFICE AND
ORGANIZATION
IDENTIFICATION
RECORDS
NUMBER
NUMBER
<S>
<C>
<C>
<C>
Tremco Barrier Solutions, Inc. Delaware
48-1238858 Koch
Waterproofing Solutions, Inc.
6420 E. Main Street
6420 E. Main
Street
Reynoldsburg, Ohio 43068
#3322911
Reynoldsburg, Ohio 43068
</TABLE>
(c) Exhibit III to the Agreement is hereby amended to add the
following information thereto:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
ORIGINATOR NAME
POST OFFICE BOX ADDRESS
CORRESPONDING ACCOUNT
------------------------------------------------------------------------------------------
<S>
<C>
<C>
Tremco Barrier Solutions, Inc. P.O. Box 931111, Cleveland,
#200-3117
OH 44193
------------------------------------------------------------------------------------------
</TABLE>
2. Representations. In order to i
