AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this Amendment), dated as of June 18, 2018, is among RPM FUNDING CORPORATION, a Delaware corporation (Seller), RPM INTERNATIONAL INC., a Delaware corporation (RPM-Delaware), as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION (Wells Fargo), as a Purchaser, PNC BANK, NATIONAL ASSOCIATION (PNC), as a Purchaser and as administrative agent for the Purchasers (in such capacity, the Administrative Agent) and PNC CAPITAL MARKETS LLC, as structuring agent (in such capacity, the Structuring Agent).
1. Seller, RPM-Delaware, Wells Fargo, PNC and Administrative Agent are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of May 9, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the Agreement).
2. Concurrently herewith, Seller and each of the entities listed on the signature pages thereto as an originator are entering into that certain Amendment No. 5 to Second Amended and Restated Receivables Sale Agreement, dated as of the date hereof (the RSA Amendment).
3. Seller, RPM-Delaware, Wells Fargo, PNC, Administrative Agent and Structuring Agent 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. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed thereto in, or by reference in, the Agreement.
SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows:
(a) The following new defined term and definition thereof is hereby added to Exhibit I to the Agreement in appropriate alphabetical order:
Excluded Receivable has the meaning set forth in the Receivables Sale Agreement.
(b) Clause (iii) of the definition of Eligible Receivable set forth in Exhibit I to the Agreement is hereby replaced in its entirety with the following:
(iii) which is not a Charged-Off Receivable, an Excluded Receivable, a Delinquent Receivable or a Defaulted Receivable,
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