Execution Version
Exhibit 10.310
AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT
This AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of March 1, 2022 (such date, the “Tenth Amendment Effective Date”), is among RPM FUNDING CORPORATION, a Delaware corporation (“Buyer”), each of the entities listed on the signature pages hereto as a “Remaining Originator” (each, a “Remaining Originator”; and collectively, the “Remaining Originators”), DAP GLOBAL INC., a Delaware corporation (“DAP Global”), as a “New Originator”, TREMCO CPG INC., a Delaware corporation (“CPG”), as a “New Originator” (each, a “New Originator”; and collectively, the “New Originators”; and together with the Remaining Originators, the “Originators”), DAP PRODUCTS INC., a Delaware corporation (“DAP”) and Tremco Incorporated, an Ohio corporation (“Tremco” and together with DAP, each a “Released Originator”, and collectively the “Released Originators”).
RECITALS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
|
|
|
This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Receivables Sale Agreement dated as of May 9, 2014 (as amended, restated or otherwise modified from time to time, the “Agreement”) among DAP Global Inc., a Delaware corporation, The Euclid Chemical Company, an Ohio corporation, Rust-Oleum Corporation, a Delaware corporation, Tremco CPG Inc., a Delaware corporation, Tremco Barrier Solutions, Inc., a Delaware corporation, Weatherproofing Technologies, Inc., a Delaware corporation, and RPM Funding Corporation, a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.
| - 2 - |
|
| - 3 - |
|
| - 4 - |
|
| - 5 - |
|
| - 6 - |
|
[Signature pages to follow]
| - 7 - |
|
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
REMAINING ORIGINATORS:
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
NEW ORIGINATORS:
DAP GLOBAL INC.
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Secretary
Tremco CPG Inc.
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Secretary
| S-1 | Tenth Amendment to 2nd A&R RSA (RPM) |
RELEASED ORIGINATORS:
| S-2 | Tenth Amendment to 2nd A&R RSA (RPM) |
DAP PRODUCTS INC.
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Secretary
TREMCO INCORPORATED
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: Secretary
| S-3 | Tenth Amendment to 2nd A&R RSA (RPM) |
RPM FUNDING CORPORATION,
as Buyer
By: /s/ Edward W. Moore
Name: Edward W. Moore
Title: President and Secretary
| S-4 | Tenth Amendment to 2nd A&R RSA (RPM) |
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 Officer and Secretary
| S-5 | Tenth Amendment to 2nd A&R RSA (RPM) |
SANTANDER BANK, N.A.,
as a Purchaser
By: /s/ Xavier Ruiz Sena
Name: Xavier Ruiz Sena
Title: Managing Director
| S-6 | Tenth Amendment to 2nd A&R RSA (RPM) |
PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser and as Administrative Agent
By: /s/ Deric Bradford
Name: Deric Bradford
Title: Senior Vice President
| S-7 | Tenth Amendment to 2nd A&R RSA (RPM) |
With respect to Section 21:
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
|
|
|