EXHIBIT 4
WAIVER AND AMENDMENT NO. 7 TO
LOAN
AND SERVICING AGREEMENT
This
WAIVER AND AMENDMENT NO. 7 (the “ Amendment ”)
dated as of April 10, 2008 is by and among SWC Receivables
Funding LLC (the “ Borrower ”), The
Sherwin-Williams Company (the “ Servicer ”),
CIESCO, LLC (“ Ciesco ”), as a Conduit Lender,
Citibank, N.A. (“ Citibank ”), as a Committed
Lender, and Citicorp North America, Inc. (“ CNAI
”), as a Managing Agent and as Program Agent.
PRELIMINARY
STATEMENTS:
(1) The
Borrower, Servicer, Ciesco, Citibank and CNAI are parties to a Loan
and Servicing Agreement, dated as of February 1, 2006 (as
amended, supplemented or otherwise modified previously and from
time to time hereafter, the “ Agreement ”);
capitalized terms defined therein being used herein as therein
defined unless otherwise defined herein.
(2) In
consideration of the mutual agreements contained herein, and for
other valuable consideration, receipt of which is hereby
acknowledged, the parties hereto have agreed to amend the Agreement
as set forth herein.
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION
1. Waiver and Amendment.
1.1 By their signatures below, Ciesco
as a Conduit Lender, Citibank as a Committed Lender and CNAI as a
Managing Agent and as Program Agent each hereby irrevocably waive
any Event of Termination and any Incipient Event of Termination
that would otherwise result from the occurrences of an event
described in clause (ii) of Section 7.01(h)
relating to the average of the Delinquency Ratios for any three
(3) consecutive Monthly Periods for the Monthly Periods ending
in December 2007 and January 2008. This irrevocable
waiver shall not be deemed to constitute a waiver of any other
Event of Termination or any other Incipient Event of Termination,
any future breach of the Agreement, or any future breach of the
other agreements, documents and instruments delivered in connection
with the Agreement. The agreement to the terms hereof by any of the
Conduit Lender, the Committed Lender and CNAI as a Managing Agent
and as Program Agent shall not establish a custom or course of
dealing among the Conduit Lender, the Committed Lender and CNAI as
a Managing Agent and as Program Agent and the Borrower.
1.2 Subject to the satisfaction of
the condition precedent set forth in Section 2 hereof, the
Agreement is hereby amended by amending and restating in its
entirety clause (ii) of Section 7.01(h) thereof
as follows:
(ii) the average of the
Delinquency Ratios for any three (3) consecutive Monthly Periods
shall exceed (a) for the Monthly Period ending in
February 2008, 10.75%, (b) for the Monthly Period ending
in March 2008, 9%, and (c) thereafter, for any Monthly
Period ending in the months of (x)
