Execution Version
Exhibit 10.38
AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT
This AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of September 14, 2021, 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”).
RECITALS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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[Signature pages to follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
ORIGINATORS:
DAP PRODUCTS INC.
TREMCO INCORPORATED
RUST-OLEUM CORPORATION
THE EUCLID CHEMICAL COMPANY
WEATHERPROOFING TECHNOLOGIES, INC.
TREMCO BARRIER SOLUTIONS, INC.
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Secretary
RPM FUNDING CORPORATION,
as Buyer
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: President and Secretary
Consented and Agreed:
RPM INTERNATIONAL INC.,
as Servicer
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Senior Vice President, General Counsel,
Chief Compliance Office and Secretary
SANTANDER BANK, N.A.,
as a Purchaser
By: /s/ Xavier Ruiz Sena
Name: Xavier Ruiz Sena
Title: Managing Director
PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser and as Administrative Agent
| S-1 | Eighth Amendment to 2nd A&R RSA (RPM) |
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
With respect to Section 16:
RPM INTERNATIONAL INC.,
as Performance Guarantor
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
| S-2 | Eighth Amendment to 2nd A&R RSA (RPM) |