exv10w1






Exhibit 10.1




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 28, 2010, is entered into by and among RPM International Inc., a Delaware corporation (the
“Company”), RPM LUX HOLDCO S.À R.L., a limited liability company formed under the laws of
Luxembourg (“RPM LUX”), RPOW UK LIMITED, a limited liability company formed under the laws
of England and Wales (“RPOW-UK”), RPM EUROPE HOLDCO B.V., a limited liability company
formed under the laws of The Netherlands (“RPM Europe”), RPM CANADA, a general partnership
registered under the laws of the Province of Ontario (“RPM Canada”), TREMCO ILLBRUCK
COATINGS LIMITED, formerly known as TREMCO ILLBRUCK PRODUCTION LIMITED a limited liability company
formed under the laws of England and Wales (“Tremco illbruck”), RPM CANADA COMPANY, an
unlimited company formed under the laws of Nova Scotia (“RPM Canada Company”), and Tremco
Asia Pacific Pty Limited, a corporation incorporated under the laws of the Commonwealth of
Australia (“TREMCO” and together with the Company, RPM LUX, RPOW-UK, RPM Europe, RPM
Canada, Tremco illbruck and RPM Canada Company, collectively, the “Borrowers”), the
Lenders, as defined in the Credit Agreement (defined below), signatory hereto, PNC BANK, NATIONAL
ASSOCIATION, successor to National City Bank, as Administrative Agent, as defined in the Credit
Agreement, and KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, as defined in the Credit
Agreement.



RECITALS:



     A. The Borrowers, the Lenders, the Administrative Agent and the Syndication Agent are
parties to that certain Credit Agreement, dated as of December 29, 2006, as amended by that certain
Amendment No. 1 to Credit Agreement, dated May 29, 2009, among the Borrowers, the Lenders, the
Administrative Agent and the Syndication Agent (as amended, the “Credit Agreement”).



     B. The Borrowers have requested that the Administrative Agent and the Lenders agree to amend
certain provisions of the Credit Agreement as set forth herein.



     C. The Administrative Agent and the Lenders signatory hereto are willing to agree to such
amendments pursuant to the terms and subject to the conditions set forth herein.



AGREEMENT:



     In consideration of the premises and the mutual covenants herein and for other valuable
consideration, the parties hereto agree as follows:



     SECTION 1. DEFINITIONS.



     Unless otherwise defined herein, each capitalized term used in this Amendment and not defined
herein shall have such meaning ascribed to it in the Credit Agreement.



 









 





     SECTION 2. AMENDMENTS AND WAIVER.



     2.1 Amendments to Definitions. The definitions of “EBITDA” and “Subsidiary”
contained in Section 1.01 of the Credit Agreement are hereby amended and restated as follows:




     “EBITDA” shall mean, for any period of four consecutive fiscal quarters,
determined on a consolidated basis for the Company and its Subsidiaries, (i) the sum of (A)
net income of the Company and its Subsidiaries (calculated before provision for income
taxes, Interest Expense, extraordinary items, non-recurring gains or losses in connection
with asset dispositions, income attributable to equity in affiliates, all amounts
attributable to depreciation and amortization and non-cash charges associated with asbestos
liabilities) for such period, (B) all non-cash charges related to the writedown or
impairment of goodwill and other intangibles for such period, (C) non-cash charges or losses
related to or resulting from the bankruptcy filing of any Excluded Subsidiary for such
period, (D) non-cash charges in addition to those provided for in clauses (B) and (C) above,
up to an aggregate amount of not more than $25,000,000, incurred during such period, and (E)
one-time cash charges incurred during the period from June 1, 2008 through May 31, 2010, but
only up to an aggregate amount of not more than $25,000,000 during such period, minus (ii)
the sum of (A) cash payments made by the Company or any of its Subsidiaries in respect of
asbestos liabilities (which liabilities include, without limitation, defense costs and
indemnification liabilities incurred in connection with asbestos liabilities) during such
period, and (B) non-cash gains related to or resulting from the bankruptcy filing of any
Excluded Subsidiary for such period.




     “Subsidiary” shall mean, with respect to any Person (the “parent”) at
any date, (i) any corporation, limited liability company, partnership or other entity the
accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date and (ii) any other corporation, limited liability company,
partnership or other entity of which ownership interests representing at least a majority of
the ordinary voting power or, in the case of partnership, at least a majority of the general
partnership interests, are, as of such date, directly or indirectly owned, controlled or
held by the parent and/or one or more of its Subsidiaries; provided, however, that no
Excluded Subsidiary shall be a “Subsidiary” of RPM International Inc. for purposes of this
Agreement from (a) May 31, 2010 until (b) the effective date of a bankruptcy plan of
reorganization with respect to such Excluded Subsidiary or the earliest date after the
effective date if as of such date, such entity would otherwise qualify as a “Subsidiary” of
RPM International Inc. pursuant to this definition.



     2.2 Additional Definitions. Section 1.01 of the Credit Agreement is hereby
amended to insert the following definitions in the correct alphabetical order:




     “Excluded Subsidiary” shall mean any Potentially Excluded Subsidiary that has
been the subject of an Exclusionary Event and each other corporation, limited liability
company, partnership or other entity of which ownership interests representing at least a
majority of the ordinary voting power or, in the case of partnership, at least a majority of
the general partnership interests are directly or indirectly owned, controlled or held by



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one or more Potentially Excluded Subsidiary that has been subject of an Exclusionary
Event.




     “Exclusionary Event” shall mean the board of directors of any Potentially
Excluded Subsidiary shall have authorized the filing of a bankruptcy petition in the State
of Delaware with respect to such Potentially Excluded Subsidiary.




     “Potentially Excluded Subsidiary” shall mean Specialty Products Holding Corp.
and Bondex International, Inc.



     2.3 Amendments to Section 9.13. Section 9.13 of the Credit Agreement is
hereby amended by replacing the text “Except as expressly permitted by this Agreement...” with
“Except as set forth on Schedule 9.13 or otherwise expressly permitted by this Agreement...”



     2.4 Insertion of Schedule 9.13. Schedule 9.13 attached to and a part of
this Amendment is hereby deemed to be attached to and made a part of the Credit Agreement.



     SECTION 3. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and warrants to the
Administrative Agent, the Syndication Agent and the Lenders as follows:



     3.1 Authorization, Validity and Binding Effect. This Amendment has been
duly authorized by all necessary corporate or company (as applicable) action on the part of each
Borrower, has been duly executed and delivered by a duly authorized officer or officers of such
Borrower, and constitutes the valid and binding agreement of such Borrower, enforceable against
such Borrower in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the
enforcement of creditors’ rights generally and by general equitable principles.



     3.2 Representations and Warranties True and Correct. The representations
and warranties of the Borrowers contained in the Credit Agreement, as amended hereby, and in any
joinder thereto are true and correct in all material respects on and as of the date hereof as
though made on and as of the date hereof, except to the extent that such representations and
warranties expressly relate to a specified date, in which case such representations and warranties
are hereby reaffirmed as true and correct when made.



     3.3 Transactions with Potentially Excluded Subsidiaries. From and after the
date of the most recent financial statements delivered to the Administrative Agent pursuant to
Section 9.01(b) of the Credit Agreement, neither the Borrowers nor the Subsidiaries have engaged in
transactions with any Potentially Excluded Subsidiary, other than transactions which would have
been permitted if such Potentially Excluded Subsidiary were an “Affiliate” for the purpose of
Section 9.13 of the Credit Agreement.



     3.4 No Event of Default. After giving effect to this Amendment, no Default
or an Event of Default has occurred and is continuing.



     3.5 No Claims. No Borrower is aware of any claim or offset against, or
defense or counterclaim to, any of its obligations or liabilities under the Credit Agreement or any
other Loan Document.



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     3.6 Incorporation of Representations and Warranties. The representations
and warranties made by the Borrower in this Amendment shall, from and after the date hereof, be
included as representations and warranties made under Section 8 of the Credit Agreement and subject
to reaffirmation and certification of the Borrowers as required for other representations and
warranties made under Section 8 of the Credit Agreement.



     SECTION 4. RATIFICATIONS. Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full
force and effect.



     SECTION 5. CONDITIONS PRECEDENT. The amendments set forth in Section 2 above shall become
effective as of the date first written above upon satisfaction of the following conditions:




     (a) this Amendment shall have been executed by the Borrowers and the Majority Lenders,
and counterparts hereof as so executed shall have been delivered to the Administrative Agent
on or before the date hereof;




     (b) the Administrative Agent shall have received opinions of counsel to the Borrowers,
in form and substance reasonably acceptable to the Administrative Agents and the Lenders,
including, but not limited to, opinions regarding: (i) no conflicts with other Indebtedness,
(ii) except as waived herein, no Defaults under Loan Documents as a result of the activities
contemplated herein, (iii) authorization and execution of this Amendment, (iv)
enforceability of this Amendment, and (v) substantive non-consolidation; and




     (c) the Borrowers shall have provided such other items and shall have satisfied such
other conditions as may be reasonably required by the Administrative Agent, the Syndication
Agent or any Lender on or before the date hereof.



     SECTION 6. MISCELLANEOUS.



     6.1 Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of each Borrower, the Administrative Agent, the Syndication Agent and the Lenders
and each of their respective successors and assigns.



     6.2 Survival of Representations and Warranties. All representations and
warranties made in this Amendment shall survive the execution and delivery of this Amendment, and
no investigation by the Administrative Agent, the Syndication Agent or any of the Lenders or any
subsequent Loan shall affect the representations and warranties or the right of such parties to
rely upon them.



     6.3 Reference to Credit Agreement. The Credit Agreement and any and all
other agreements, instruments or documentation now or hereafter executed and delivered pursuant to
the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference
therein to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.



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     6.4 Expenses. The Company agrees to pay on demand all costs and expenses
incurred by the Administrative Agent and Syndication Agent in connection with the preparation,
negotiation, and execution of this Amendment, including without limitation the costs and fees of
the such Agents’ special legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all costs and expenses incurred by such Agents in connection
with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby.



     6.5 Severability. Any term or provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the
remainder of this Amendment and the effect thereof shall be confined to the term or provision so
held to be invalid or unenforceable.



     6.6 Applicable Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to principles of conflicts of laws.



     6.7 Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.



     6.8 Entire Agreement. This Amendment is specifically limited to the matters
expressly set forth herein. This Amendment and all other instruments, agreements and documentation
executed and delivered in connection with this Amendment embody the final, entire agreement among
the parties hereto with respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or oral, relating to
the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no
oral agreements among the parties hereto relating to the subject matter hereof or any other subject
matter relating to the Credit Agreement.



     6.9 Waiver of Claims. Each Borrower, by signing below, hereby waives and
releases each of the Agents and the Lenders and their respective directors, officers, employees,
attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims
of which any Borrower is aware, such waiver and release being with full knowledge and understanding
of the circumstances and effect thereof and after having consulted legal counsel with respect
thereto.



     6.10 Counterparts. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same agreement.
Transmission by a party to another party (or its counsel) via facsimile or electronic mail of a
copy of this Amendment (or a signature page of this Amendment) shall be as fully effective as
delivery by such transmitting party to the other parties hereto of a counterpart of this Amendment
that had been manually signed by such transmitting party.



     6.11 JURY TRIAL WAIVER. EACH PARTY HERETO WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN OR
AMONG ANY PARTIES



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HERETO, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, ANY OF THE NOTES
OR OTHER RELATED WRITING, INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO.




[Remainder of page intentionally left blank.]



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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first
above written.



	 	 	 	 	 	 	 	 	 

	RPM INTERNATIONAL INC.	 	 	 	RPM LUX HOLDCO S.À R.L.
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Edward W. Moore	 	 	 	By: 	 	/s/ John Seil
	 

	 

	 	 
	 	 	 
 
	Name:
 
	Edward W. Moore
	 	 	 	Name: 	John Seil
	Title:
 
	Vice President, General
Counsel and Secretary
	 	 	 	Title: 
	Manager A
	 

	 	 	 	 	 	And:	/s/ Aldo De Backer
	 

	 

	 	 
	 	 	 
 
	 

	 	 	 	 	 	Name:	Aldo De Backer
	 

	 	 	 	 	 	Title:
	Manager B
	 
	 	 	 	 	 	 	 	 
	RPOW UK LIMITED	 	 	 	RPM EUROPE HOLDCO B.V.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ronald A. Rice	 	 	 	By:	 	/s/ Ronald A. Rice
	 

	 

	 	 
	 	 	 
 
	Name: 

	Ronald A. Rice
	 	 	 	Name: 
	Ronald A. Rice
	Title: 

	Director
	 	 	 	Title: 	Director
	 
	 	 	 	 	 	 	 	 
	RPM CANADA	 	 	 	TREMCO ILLBRUCK COATINGS LIMITED,

formerly known as TREMCO ILLBRUCK
	By:	 	/s/ Keith R. Smiley	 	 	 	PRODUCTION LIMITED
	 

	 

	 	 	 	 	 	 
	Name: 
	Keith R. Smiley	 	 	 	 	 	 
	Title: 

	Management Committee Member
	 	 	 	By:	 	/s/ Paul White
	 

	 	 	 	 	 	 	 
 
	 

	 	 	 	 	 	Name: 
	Paul White
	 

	 	 	 	 	 	Title:
	Director
	 
	 	 	 	 	 	 	 	 
	RPM CANADA COMPANY	 	 	 	TREMCO ASIA PACIFIC PTY LIMITED
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Keith R. Smiley	 	 	 	By:	 	/s/ Randall J. Korach
	 

	 

	 	 
	 	 	 
 
	Name: 

	Keith R. Smiley
	 	 	 	Name: 
	Randall J. Korach
	Title: 

	Director
	 	 	 	Title: 
	Director






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	 	PNC BANK, NATIONAL ASSOCIATION, 

successor to National City Bank, as the

Administrative Agent, the Swingline Lender, the 

LC Issuer and as a Lender

 	 
	 	By:  	/s/ Scott D. Becan	 
	 	Name:  	Scott D. Becan	 
	 	Title:  	Vice President	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, as 

the Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Brian P. Fox	 
	 	Name:  	Brian P. Fox	 
	 	Title:  	Vice President	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	PNC Bank Canada Branch	 
	 
	 
	 	By:  	/s/ C.M. Stede	 
	 	 	Name:  	C.M. Stede	 
	 	 	Title:  	Senior Vice President	 
	 
	 	By:  	/s/ G.W. Harris	 
	 	 	Name:  	G.W. Harris	 
	 	 	Title:  	Senior Vice President	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	KeyBank National Association	 
	 
	 
	 	By:  	/s/ Lawrence A. Mack	 
	 	 	Name:  	Lawrence A. Mack	 
	 	 	Title:  	EVP	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	Fifth Third Bank	 
	 
	 
	 	By:  	/s/ Roy C. Lanctot	 
	 	 	Name:  	Roy C. Lanctot	 
	 	 	Title:  	Vice Prsident	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	Bank of America, N.A.	 
	 
	 
	 	By:  	/s/ William M. Bulger, Jr.	 
	 	 	Name:  	William M. Bulger, Jr.	 
	 	 	Title:  	Vice President	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	Wells Fargo Bank, N.A.	 
	 
	 
	 	By:  	/s/ Steven Buehler	 
	 	 	Name:  	Steven Buehler	 
	 	 	Title:  	Managing Director	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	UBS AG, Stamford Branch	 
	 
	 
	 	By:  	/s/ Irja R. Otsa	 
	 	 	Name:  	Irja R. Otsa	 
	 	 	Title:  	Associate Director	 
	 
	 	By:  	/s/ Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director	 



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Signature Page to

Amendment No. 2 to Credit Agreement

among RPM International Inc., the other Borrowers party thereto,

PNC Bank, National Association, successor to National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 
	Name of Institution: 	Commerzbank
AG (former: Dresdner Bank AG in Dusseldorf 	 
	 
	 
	 	By:  	/s/ Werner Lubeley           /s/ Gisbert Weinand	 
	 	 	Name:  	Werner Lubeley       Gisbert Weinand	 
	 	 	Title:  	Director                       Vice President	 



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Schedule 9.13



The following transactions with Excluded Subsidiaries:





	 	1.	 	All transactions contemplated by that certain Administrative Services Agreement, dated
as of June 1, 2010, between the Company and Specialty Products Holding Corp.
	 
	 	2.	 	Administrative, management and other similar services (and reimbursements therefor)
performed by Subsidiaries for Excluded Subsidiaries, or by Excluded Subsidiaries for the
Company or its Subsidiaries, in the ordinary course of business consistent with past
practice.
	 
	 	3.	 	Transactions arising from the participation by employees of Excluded Subsidiaries in
the incentive compensation plan of the Company.
	 
	 	4.	 	Performance and other guaranties or credit support issued by the Company or any of its
Subsidiaries before June 1, 2010 in favor of any of the Excluded Subsidiaries in an
aggregate amount of less than US $3 million, and any renewals thereof.
	 
	 	5.	 	Indemnification agreements and similar arrangements entered into with officers,
directors, consultants and key employees of any Excluded Subsidiaries entered into in the
ordinary course of business, and the payment of amounts under such agreements and
arrangements.
	 
	 	6.	 	Royalties and similar fees in an aggregate amount not to exceed US $1 million in any
fiscal year, and any associated licensing agreements.
	 
	 	7.	 	Sharing of warehouse and other storage and work space in the ordinary course of
business consistent with past practice.
	 
	 	8.	 	Other transactions (excluding transfers, sales, leases, assignments and other
dispositions of assets) entered into in the ordinary course of business in accordance with
past practice and not having a material impact on the Company’s and its Subsidiaries’
business or operations.






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