AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this Amendment), dated as of March 31, 2017, is among RPM FUNDING CORPORATION, a Delaware corporation (Buyer), and each of the entities listed on the signature pages hereto as an Originator (each, an Originator; and collectively, the Originators).
1. Buyer and the Originators are parties to that certain Second Amended and Restated Receivables Sale Agreement, dated as of May 9, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the Agreement).
2. Effective as of the date hereof, (i) Rust-Oleum Corporation, a Delaware corporation (Rust-Oleum Corporation), converted from a Delaware corporation to a Delaware limited liability company and in connection therewith, changed its name from Rust-Oleum Corporation to Rust-Oleum LLC (Rust-Oleum LLC) (such conversion and name change, collectively, the First Rust-Oleum Conversion) and (ii) immediately after giving effect to the First Rust-Oleum Conversion, Rust-Oleum LLC converted back from a Delaware limited liability company to a Delaware corporation and in connection therewith, changed its name back from Rust-Oleum LLC to Rust-Oleum Corporation (such conversion and name change, collectively, the Second Rust-Oleum Conversion and, together with the First Rust-Oleum Conversion, collectively, the Rust-Oleum Conversions).
3. In connection with the Rust-Oleum Conversions, Buyer and the Originators desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Notice; Consent.
1.1 Notice of the Rust-Oleum Conversions. RPM International Inc. hereby provides notice of the intent of Rust-Oleum Corporation to perform the Rust-Oleum Conversions on the date hereof and requests that each party hereto acknowledge and consent to the Rust-Oleum Conversions effective as of the date hereof.
1.2 Consent to the Rust-Oleum Conversions. Subject to terms and conditions set forth in this Amendment, each of the parties hereto hereby: (i) acknowledges such notice set forth in Section 1.1 above, (ii) consents to the Rust-Oleum Conversions on the date hereof and (iii) waives any notice requirement with respect to the Rust-Oleum Conversions set forth in the Agreement or any other Transaction Document.
SECTION 2. Definition. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in, or by reference in, the Agreement.