8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2012

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

Ohio	1-04851	34-0526850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 West Prospect Avenue Cleveland, Ohio		44115
(Address of Principal Executive Offices)		(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 27, 2012, The Sherwin-Williams Company (“Sherwin-Williams”) entered into that certain Five Year Credit Agreement Amendment No. 3 (“Amendment No. 3”) with Citicorp USA, Inc. (“CUSA”), as administrative agent and issuing bank, and the Lenders from time to time party thereto. Amendment No. 3 amends the Five Year Credit Agreement, dated as of January 30, 2012 (as amended by that certain Five Year Credit Agreement Amendment No. 1, dated as of February 6, 2012, and that certain Five Year Credit Agreement Amendment No. 2, dated as of February 13, 2012, the “Credit Agreement”), among Sherwin-Williams, CUSA, as administrative agent and issuing bank, and the Lenders from time to time party thereto. The primary purpose of Amendment No. 3 is to increase the amount available for borrowing and obtaining the issuance, renewal, extension and increase of a letter of credit by $200 million up to an aggregate availability of $500 million.

No borrowings have been made, and no letter of credit has been issued, under the Credit Agreement, as amended by Amendment No. 3.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, a copy of which is filed as Exhibit 4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above relating to Amendment No. 3 is incorporated herein by reference into this Item 2.03. As of the date of this report, Sherwin-Williams had no outstanding borrowing under the Credit Agreement, as amended by Amendment No. 3.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed with this report:

Exhibit No.	Exhibit Description
4	Five Year Credit Agreement Amendment No. 3, dated as of February 27, 2012, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the Lenders from time to time party thereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE SHERWIN-WILLIAMS COMPANY
February 27, 2012	By:	/s/ L.E. Stellato
		L.E. Stellato
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
4	Five Year Credit Agreement Amendment No. 3, dated as of February 27, 2012, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the Lenders from time to time party thereto.

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EX-4

Exhibit 4

FIVE YEAR CREDIT AGREEMENT

AMENDMENT NO. 3

Dated as of February 27, 2012

To the Lenders party to the Credit Agreement

    and the Administrative Agent and Issuing Bank referred to below

Ladies and Gentlemen:

Reference is made to the Five Year Credit Agreement, dated as of January 30, 2012 (as amended by that certain Five Year Credit Agreement Amendment No. 1, dated as of February 6, 2012, and that certain Five Year Credit Agreement Amendment No. 2, dated as of February 13, 2012, the “Credit Agreement”), among The Sherwin-Williams Company, an Ohio corporation (the “Company”), the Lenders party thereto (the “Lenders”), Citicorp USA, Inc. (“CUSA”), as Administrative Agent (in such capacity the “Administrative Agent”), and as Issuing Bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

The Company hereby requests that the Credit Agreement be amended as provided below.

Section 1. Credit Agreement Amendment. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth below:

(i) The paragraph immediately following the preamble of the Credit Agreement is hereby amended by deleting the reference to “$300,000,000” therein and substituting “$500,000,000” therefor.

(ii) The Credit Agreement is hereby amended by deleting Schedule 2.01 and substituting therefor Schedule 2.01 attached hereto.

Section 2. Conditions to Effectiveness. Section 1 of this amendment (this “Amendment”) shall be effective (the “Effective Date”) as of the date hereof when and if:

(i) the Company and each Lender shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment;

(ii) the Administrative Agent shall have received one or more counterparts of an amendment to the Fee Letter, dated as of February 27, 2012 (the “Fee Letter Amendment”), duly executed by the Company, CUSA and Citibank, N.A.;

(iii) the Administrative Agent shall have received documents and certificates relating to (a) the organization, existence and good standing of the Company, (b) the authorization of the execution, delivery and performance by the Company of this Amendment, the Fee Letter Amendment, the borrowing of Loans under the Credit Agreement, as amended hereby, and the issuance and modification of the Letter of Credit for the account of the Company under the Credit Agreement, as amended hereby, (c) the incumbency of the persons executing this Amendment and the Fee Letter Amendment on behalf of the Company and (d) any other legal matters relating to the Company, this Amendment, the Fee Letter Amendment or other transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance satisfactory to the Administrative Agent;

(iv) the Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of (i) L.E. Stellato, Senior Vice President, General Counsel and Secretary of the Company, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) Jones Day, in form and substance reasonably satisfactory to the Administrative Agent; and

(v) the representations and warranties of the Company set forth in Section 3 below shall be true and correct on and as of the Effective Date as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Section 3. Representations and Warranties. The Company represents and warrants that (i) the representations and warranties contained in Article III of the Credit Agreement, as amended hereby (with each reference therein to “this Agreement,” “hereunder” and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement, as amended hereby, and to the Fee Letter Amendment and the Fee Letter, as amended by the Fee Letter Amendment), are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (ii) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment or the Fee Letter Amendment, that constitutes a Default.

Section 4. Effect on the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, or constitute a waiver of any provision of the Credit Agreement. Except as expressly amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all reasonable costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment or such other instruments and documents. In addition but subject to the terms and conditions of the Credit Agreement, the Company agrees to pay any and all stamp and other

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taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, and agrees jointly and severally to save the Lenders and the Administrative Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

Section 6. Miscellaneous. This Amendment shall constitute a Loan Document and shall be subject to the provisions of Article IX of the Credit Agreement, each of which is incorporated by reference herein, mutatis mutandis.

If you consent and agree to the foregoing, please evidence such consent and agreement by (i) executing and returning a counterpart to this Amendment by facsimile or e-mail to William Westbrook (fax no. 404-572-5100 / e-mail: wwestbrook@kslaw.com) no later than 5:00 p.m., New York City time, on February 27, 2012 and (ii) thereafter executing and returning three original counterparts to this Amendment by overnight mail to King & Spalding LLP, 1180 Peachtree Street, NE, Atlanta, GA, 30309, Attention: William Westbrook.

[Remainder of page intentionally left blank.]

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Very truly yours,

THE SHERWIN-WILLIAMS COMPANY

By  /s/ Cynthia D. Brogan                                             

      Name: Cynthia D. Brogan

      Title: Vice President and Treasurer

Credit Agreement Amendment No. 3

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The undersigned hereby consent

and agree to the foregoing:

CITICORP USA, INC.,

individually, as Administrative Agent

and as the Issuing Bank

By  /s/ David Jaffe                                                 

Name: David Jaffe

Title: Vice President

CITIBANK, N.A.,

individually, as a Lender

By  /s/ David Jaffe                                                 

Name: David Jaffe

Title: Vice President

Credit Agreement Amendment No. 3

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Schedule 2.01

Commitments

A. During the period from and including the date of the Credit Agreement to but excluding February 6, 2012.

Lender	Commitment
Citibank, N.A.	$	100,000,000
Total	$	100,000,000

B. During the period from and including February 6, 2012 to but excluding February 13, 2012.

Lender	Commitment
Citibank, N.A.	$	200,000,000
Total	$	200,000,000

C. During the period from and including February 13, 2012 to but excluding February 27, 2012.

Lender	Commitment
Citibank, N.A.	$	300,000,000
Total	$	300,000,000

D. During the period from and including February 27, 2012 to but excluding the Maturity Date.*

Lender	Commitment
Citibank, N.A.	$	500,000,000
Total	$	500,000,000

* As such Commitment may be reduced from time to time or terminated in accordance with the terms of the Credit Agreement.