EX-10.1






Exhibit 10.1




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 29, 2009,
is entered into by and among RPM International Inc., a Delaware corporation (the
“Company”), RPM LUX HOLDCO S.A. 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
PRODUCTION LIMITED, a limited liability company formed under the laws of England and Wales
(“Tremco illbruck”), and RPM CANADA COMPANY, an unlimited company formed under the laws of
Nova Scotia (“RPM Canada Company” and together with the Company, RPM LUX, RPOW-UK, RPM
Europe, RPM Canada and Tremco illbruck, collectively, the “Borrowers”), the Lenders, as
defined in the Credit Agreement (defined below), signatory hereto, 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 (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.



     2.1 Amendments to Definitions. The definitions of “Applicable Facility Fee Rate”,
“Applicable Margin”, “Base Rate” and “EBITDA” contained in Section 1.01 of the Credit Agreement are
hereby amended and restated as follows:



 









 






     “Applicable Facility Fee Rate” means, on any date of determination, a rate that
is determined based upon the S&P Rating, the Moody’s Rating or the Fitch Rating, as follows:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	S&P Rating	 	Moody’s Rating	 	Fitch Rating	 	Facility Fee Rate
	A– or higher

	 	A3 or higher
	 	A– or higher
	 	25.0 basis points
	BBB+

	 	Baa1
	 	BBB+
	 	37.5 basis points
	BBB

	 	Baa2
	 	BBB
	 	37.5 basis points
	BBB–

	 	Baa3
	 	BBB–
	 	37.5 basis points
	BB+

	 	Ba1
	 	BB+
	 	50.0 basis points
	Lower than BB+

	 	Lower than Ba1
	 	Lower than BB+
	 	75.0 basis points







If at any time each Rating Agency issues a different rating or two Rating Agencies issue the
same rating which is different than the other Rating Agency, then the Applicable Facility
Fee Rate shall be determined based on the highest rating at such time; provided, however,
that if the highest such rating is two or more levels above the lowest such rating, then the
Applicable Facility Fee Rate shall be determined based on the intermediate rating at such
time. If there is no S&P Rating and Fitch Rating, then the Applicable Facility Fee Rate
shall be determined based on the Moody’s Rating. If there is no Moody’s Rating and Fitch
Rating, then the Applicable Facility Fee Rate shall be determined based on the S&P Rating.
If at any time only two Rating Agencies issue a rating and there is a difference of two or
more rating levels between such Rating Agencies, then the Applicable Facility Fee Rate shall
be determined based on the intermediate rating levels at the midpoint between the ratings
issued by such Rating Agencies at such time or, if there is no midpoint, based on the higher
intermediate level. If there is (i) no Moody’s Rating and S&P Rating or (ii) no S&P Rating,
Moody’s Rating and Fitch Rating, the Applicable Facility Fee Rate will be determined by the
Lenders (with the Applicable Facility Fee Rate in effect prior to the determination of the
Lenders being the same as the Applicable Facility Fee Rate in effect at the time such
ratings ceased to be in effect), but shall not be higher than the highest rate per annum
indicated therefor in the above table. The S&P Rating, Moody’s Rating and Fitch Rating in
effect on any date for purposes of determining the Applicable Facility Fee Rate shall be
that S&P Rating, Moody’s Rating and Fitch Rating in effect at the close of business on such
date. Each change in the Applicable Facility Fee Rate resulting from a publicly announced
change in the S&P Rating, the Fitch Rating and/or the Moody’s Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next change.




     “Applicable Margin” means, on any date of determination, a rate that is
determined, based upon the S&P Rating, the Moody’s Rating or the Fitch Rating, as follows:



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	 	 	 	 	 	 	 	 	Applicable Margin
	 	 	 	 	 	 	Applicable Margin	 	for Base Rate/
	S&P	 	 	 	 	 	for Fixed Rate	 	Canadian Base Rate
	Rating	 	Moody’s Rating	 	Fitch Rating	 	Loans	 	Loans
	A– or higher

	 	A3 or higher
	 	A– or higher
	 	125.0 basis points
	 	25.0 basis points
	BBB+

	 	Baa1
	 	BBB+
	 	162.5 basis points
	 	62.5 basis points
	BBB

	 	Baa2
	 	BBB
	 	187.5 basis points
	 	87.5 basis points
	BBB–

	 	Baa3
	 	BBB–
	 	212.5 basis points
	 	112.5 basis points
	BB+

	 	BBa1
	 	BB+
	 	300.0 basis points
	 	200.0 basis points
	Lower than BB+

	 	Lower than Ba1
	 	Lower than BB+
	 	375.0 basis points
	 	275.0 basis points







If at any time each Rating Agency issues a different rating or two Rating Agencies issue the
same rating which is different than the other Rating Agency, then the Applicable Margin
shall be determined based on the highest rating at such time; provided, however, that if the
highest such rating is two or more levels above the lowest such rating, then the Applicable
Margin shall be determined based on the intermediate rating at such time. If there is no S&P
Rating and Fitch Rating, then the Applicable Margin shall be determined based on the Moody’s
Rating. If there is no Moody’s Rating and Fitch Rating, then the Applicable Margin shall be
determined based on the S&P Rating. If at any time only two Rating Agencies issue a rating
and there is a difference of two or more rating levels between such Rating Agencies, then
the Applicable Margin shall be determined based on the intermediate rating levels at the
midpoint between the ratings issued by such Rating Agencies at such time or, if there is no
midpoint, based on the higher intermediate level. If there is (i) no Moody’s Rating and S&P
Rating or (ii) no S&P Rating, Moody’s Rating and Fitch Rating, the Applicable Margin will be
determined by the Lenders (with the Applicable Margin in effect prior to the determination
by the Lenders being the same as the Applicable Margin in effect at the time such ratings
ceased to be in effect), but shall not be higher than the highest rate per annum indicated
therefore in the above table. The S&P Rating, Moody’s Rating and Fitch Rating in effect on
any date for purposes of determining the Applicable Margin shall be that S&P Rating, Moody’s
Rating and Fitch Rating in effect at the close of business on such date. Each change in the
Applicable Margin resulting from a publicly announced change in the S&P Rating, the Fitch
Rating and/or the Moody’s Rating shall be effective during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding the
effective date of the next change.




     “Base Rate” shall mean, with respect to any Base Rate Loan for any day, the
rate per annum equal to the highest as of such day of (i) the Federal Funds Rate on such day
plus 1/2 of 1%, (ii) the Prime Rate on such day or (iii) the Eurodollar Base Rate for a one
month Interest Period on such day plus 1% (provided that, if the Eurodollar Base
Rate is



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not available on such day, then the most recently available Eurodollar Base Rate for a
one month Interest Period shall be used)




     “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 in
addition to those provided for in clause (B) above, up to an aggregate amount of not more
than $25,000,000, incurred during such period, and (D) 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) 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.



     2.2 Amendment to Add New Definitions. Section 1.01 of the Credit Agreement is hereby
amended to add the following definitions in the appropriate alphabetical order:




     “Acquisition” shall mean any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or
substantially all of the assets of any Person, or any business or division of any Person,
(ii) the acquisition or ownership of in excess of 50% of the Equity Interest of any Person,
or (iii) the acquisition of another Person by a merger, consolidation, amalgamation or any
other combination with such Person.




     “Capital Expenditures” shall mean all expenditures made by the Company and its
Subsidiaries that, in conformity with GAAP, are required to be included in or reflected on
the consolidated balance sheet of the Company as a fixed or capital asset of the Company or
any of its Subsidiaries, including, without limitation, Capital Lease Obligations of the
Company or any of its Subsidiaries.




     “Consideration” means, in connection with an Acquisition, the aggregate
consideration paid, including borrowed funds, cash, the issuance of securities or notes, the
assumption or incurring of liabilities (direct or contingent), the payment of consulting
fees (excluding any fees payable to any investment banker in connection with such
Acquisition) or fees for a covenant not to compete and any other consideration paid for the
purchase.




     “Dividends” shall mean any distribution, dividend, or payment to any Person
(other than the Company or a Subsidiary of the Company) on account of any Equity Interests
of any of the Company or its Subsidiaries.



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     “Equity Interests” shall mean, as applied to any Person, any capital stock,
membership interests, partnership interests or other equity interests of such Person,
regardless of class or designation, and all warrants, options, purchase rights, conversion
or exchange rights, voting rights, calls or claims of any character with respect thereto.




     “First Amendment Date” means May 29, 2009.




     “Fixed Charge Coverage Ratio” shall mean, for any period of four consecutive
fiscal quarters of the Company, the ratio of (i) EBITDA for such period to (ii) the sum of
each of the following for such period: (A) Interest Expense, (B) income taxes paid in cash
by the Company or any of its Subsidiaries (other than such taxes on non-recurring gains),
(C) Capital Expenditures, (D) scheduled principal payments of US Indebtedness and (E) (1)
for each such period ending on or before May 31, 2010, 70% of Dividends paid in cash during
such period, and (2) for each such period ending after May 31, 2010, 100% of Dividends paid
in cash during such period.




     “Restricted Acquisition Period” shall mean the period beginning on the First
Amendment Date and ending on May 31, 2010.




     “US Indebtedness” shall mean all amortizing Indebtedness of the Company and its
Domestic Subsidiaries, and excludes specifically all Indebtedness that is scheduled to be
paid only upon final maturity thereof.



     2.3 Amendment to Leverage Ratio Covenant. Section 9.08(a) of the Credit Agreement is
hereby amended and restated as follows:




     (a) The Company will not permit Indebtedness of the Company and its Subsidiaries,
determined on a consolidated basis, on any date to exceed 55% of the sum of such
Indebtedness and consolidated shareholders’ equity of the Company and its Subsidiaries on
such date; provided that for purposes of calculating consolidated shareholders’
equity, non-cash charges related to the writedown or impairment of goodwill or other
intangibles shall be included in such calculation.



     2.4 Amendment to Add a New Fixed Charge Coverage Ratio Covenant. Section 9.09 of the
Credit Agreement is hereby amended and restated as follows:




     9.09 Interest Coverage Ratio & Fixed Charge Coverage Ratio.




     (a) Interest Coverage Ratio. The Company will not permit the ratio, calculated
as at the end of each fiscal quarter ending after the Closing Date for the four fiscal
quarters then ended, of EBITDA for such period to Interest Expense for such period to be
less than 3.50:1.00.




     (b) Fixed Charge Coverage Ratio. The Company will not permit the Fixed Charge
Coverage Ratio, calculated at the end of the Company’s fiscal quarter ending August 31, 2009
and each fiscal quarter ending thereafter, to be less than 1.00:1.00.



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     2.5 Amendment to Restrict Acquisitions. Section 9.10 of the Credit Agreement is
hereby amended and restated as follows:




     9.10 Mergers, Asset Dispositions, Acquisitions, Etc. No Borrower will:




     (i) consolidate or merge with or into any other Person, except that, subject to clause
(iii) below, any Borrower may consolidate or merge with another Person if (A) such Borrower
is the entity surviving the merger and (B) immediately after giving effect to such
consolidation or merger, no Default or Event of Default shall have occurred and be
continuing,




     (ii) sell, lease or otherwise transfer, directly or indirectly, in one transaction or a
series of related transactions, all or substantially all of its business or assets, except
that any Borrower other than the Company may sell, lease or transfer all or substantially
all of its business or assets to the Company or any other Borrower, or




     (iii) during the Restricted Acquisition Period, make or otherwise effect any
Acquisition (including, without limitation, any consolidation or merger otherwise permitted
under clause (i) above) if (A) after giving effect to such Acquisition, the Company would
not be in compliance on a pro forma basis with the financial covenants contained in Sections
9.08 and 9.09 hereof or (B) the aggregate Consideration for such Acquisition, when added
together with the aggregate Consideration for all other Acquisitions made pursuant to this
Section 9.10, would exceed $100,000,000 (the “Threshold Amount”), provided that
notwithstanding the limitation in the foregoing clause (B) a Borrower may make Acquisitions
in excess of the Threshold Amount if the Consideration in excess of the Threshold Amount
paid or payable in connection with such Acquisition includes only the proceeds from the
issuance by the Company and/or its Subsidiaries of Equity Interests or equity-linked
securities or cash of one or more of the Company’s Foreign Subsidiaries held outside of the
United States (or any combination of the foregoing);




provided further that nothing herein shall prevent any of the transactions
or events permitted under clauses (i)-(v) of Section 9.04.



     2.6 Amendment to Investment Covenant. Section 9.12 of the Credit Agreement is hereby
amended by (a) deleting the word “and” at the end of clause (vii) thereof, (b) replacing the period
at the end of clause (viii) thereof with “; and” and (c) inserting the following clause (ix) after
clause (viii) thereof:



          (ix) Acquisitions permitted under Section 9.10 that constitute Investments.




     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



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



     3.4 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.



     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 Borrowers shall have paid to the Administrative Agent, for the account of each
Lender signing this Amendment on or before the date hereof, an amendment fee in an amount
equal to the product of (i) 15 basis points times (ii) such Lender’s Commitment;




     (c) the Borrowers shall have paid any and all fees to the Administrative Agent and the
Syndication Agent payable in connection with this Amendment (including, without limitation,
all legal fees and expenses of counsel to the Administrative Agent to the extent invoiced on
or prior to the date hereof) on or before the date hereof; and




     (d) 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.



-7-









 





     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.



     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.



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     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 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.]




-9-









 








     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.A. R.L.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ P. Kelly Tompkins
	 	 	 	By:
	 	/s/ P. Kelly Tompkins	 	 
	
Name:

	 	 

P. Kelly Tompkins
	 	 
	 	
Name:
	 	 

P. Kelly Tompkins
	 	 
	Title:

	 	EVP- Adm, CFO & Asst. Sec
	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	And:
	 	/s/ John Seil	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John Seil	 	 
	 

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

	 	/s/ Frank C. Sullivan
	 	 	 	By:
	 	/s/ P. Kelly Tompkins	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Frank C. Sullivan
	 	 	 	Name:
	 	P. Kelly Tompkins	 	 
	Title:

	 	Director
	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RPM CANADA	 	 	 	TREMCO ILLBRUCK PRODUCTION LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ P. Kelly Tompkins
	 	 	 	By:
	 	/s/ P. Kelly Tompkins	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	P. Kelly Tompkins
	 	 	 	Name:
	 	P. Kelly Tompkins	 	 
	Title:

	 	Secretary
	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RPM CANADA COMPANY	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ P. Kelly Tompkins	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	P. Kelly Tompkins	 	 	 	 	 	 	 	 
	Title:

	 	Secretary	 	 	 	 	 	 	 	 






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	 	 	NATIONAL CITY BANK, as the Administrative Agent, the Swingline Lender, the LC  
Issuer and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert S. Coleman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert S. Coleman	 	 
	 

	 	Title:
	 	Senior 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	 	 






-11-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	National City Bank, Canada Branch	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Caroline Stade	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: C. Stade	 	 
	 

	 	 	 	 	 	Title: SVP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ G. William Hines	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: G.W. Hines	 	 
	 

	 	 	 	 	 	Title: SVP	 	 






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Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	Commerzbank AG	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Lubeley 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  	Lubeley	 
	 

	 	 	 	 	 	Title:  	Managing Director	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Weinand 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  	Weinand	 
	 

	 	 	 	 	 	Title:  	 	 






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Signature Page to

Amendment No. 1 to Credit Agreement

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

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/ R.C. Lanctot	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Roy C. Lanctot	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 






-14-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	Wachovia Bank, National Association	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Barbara Van Meerten	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Barbara Van Meerten	 	 
	 

	 	 	 	 	 	Title: Director	 	 






-15-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	Credit Suisse, Cayman Islands Branch	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Bill O’Daly	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  	Bill O’Daly	 
	 

	 	 	 	 	 	Title:  	Director 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Authorized Signatory	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 






-16-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	KBC Bank N.V.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Tim Lee	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Tim Lee	 	 
	 

	 	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ S. Kurtz Barkley	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: S. Kurtz Barkley	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 






-17-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	The Bank of Nova Scotia	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Paula Czach	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Paula Czach	 	 
	 

	 	 	 	 	 	Title: Director	 	 






-18-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

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	 	 






-19-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Victor Pierzchalski	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Victor Pierzchalski	 	 
	 

	 	 	 	 	 	Title: Authorized Signatory	 	 






-20-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




	 	 	 	 	 	 	 
	 	 	Name of Institution:	 	The Bank of New York Mellon
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William M. Feathers
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: William M. Feathers
	 

	 	 	 	 	 	Title: Vice President






-21-









 






Signature Page to

Amendment No. 1 to Credit Agreement

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

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/ Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Irene Bertozzi Bartenstein	 	 
	 

	 	 	 	 	 	Title: SVP	 	 






-22-









 





Signature Page to

Amendment No. 1 to Credit Agreement

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

National City Bank, as Administrative Agent,

KeyBank National Association, as Syndication Agent, and

the Lenders party thereto




Name of Institution: Credit Suisse, Toronto Branch




	 	 	 	 	 
	 	 	 
	 	By:  	                          /s/ Alein Daoust
 	 
	 	 	Name:  	Alien Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Bruce F. Wetherly
 	 
	 	 	Name:  	Bruce F. Wetherly 	 
	 	 	Title:  	Director, Credit Suisse, Toronto Branch