AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this Amendment), dated as of June 18, 2018, 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. Concurrently herewith, Buyer, RPM International Inc., Wells Fargo National Association, PNC Bank, National Association and PNC Capital Markets LLC are entering into that certain Amendment No. 3 to Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the RPA Amendment).
3. 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. Amendment to the Agreement. The definition of Excluded Receivable set forth in Exhibit I to the Agreement is hereby amended and restated as follows:
Excluded Receivable means any account or other right to payment arising from the sale of goods or the rendering of services by Rust-Oleum Corporation and the Obligor of which is either (i) Lowes Companies, Inc. or its Subsidiaries or (ii) Advance Stores Company, Incorporated or its Subsidiaries.
SECTION 2. Representations and Warranties. Each of the Originators and Buyer hereby represents and warrants to each other, the Purchasers and the Administrative Agent as follows:
(a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents (including the Agreement, as amended hereby) are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).
(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate or limited liability company powers, as applicable, and have been duly authorized by all necessary action on its part.