78
12.13
Borrower Agent
78
12.14
Foreign Borrower
78
12.15
Acknowledgement Regarding Any Supported QFCs
79
12.16
No Fiduciary
or Agency Relationship
80
12.17
Certain ERISA Matters
80
12.18
Acknowledgement and Consent to Bail-in of Affected Financial
Institution
81
iv
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LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 6.1.2
-
SUBSIDIARIES SCHEDULE 8.2.4
-
AFFILIATE TRANSACTIONS EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(N)(1)
-
DOMESTIC TERM LOAN NOTE EXHIBIT 1.1(N)(2)
-
FOREIGN TERM LOAN NOTE
EXHIBIT 2.4.1
-
LOAN REQUEST EXHIBIT 5.9.7(A)
-
U.S. TAX COMPLIANCE
CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal
Income Tax Purposes) EXHIBIT 5.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 5.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
5.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
v
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
February 21, 2020 and is made by and among RPM INTERNATIONAL INC., a Delaware
corporation (together with its successors and assigns, to the extent permitted
under this Agreement, the "Company" or the "Domestic Borrower") and RPM NEW
HORIZONS NETHERLANDS B.V., a corporation incorporated under the laws of the
Netherlands (together with its successors and assigns, to the extent permitted
under this Agreement, "RPM Netherlands" or the "Foreign Borrower"; and together
with the Company, referred to herein as a "Borrower" and collectively referred
to as the "Borrowers"), the LENDERS (as hereinafter defined) from time to time a
party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative
agent for the Lenders under this Agreement (hereinafter referred to in such
capacity as the "Administrative Agent"), PNC Capital Markets LLC, as the lead
arranger and the sole bookrunner.
The Borrowers have requested the Lenders to provide a domestic term loan
facility to the Domestic Borrower in an aggregate principal amount not to exceed
$300,000,000 and a foreign term loan facility to the Foreign Borrower in an
aggregate principal amount not to exceed $100,000,000. In consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Acceptable Insurer shall mean an insurance company that (i) is a Captive
Insurance Company, (ii) has an A.M. Best rating of "A-" or better and being in a
financial size category of X or larger (as such category is defined as of the
date hereof) or (iii) is otherwise acceptable to the Required Lenders.
Administrative Agent shall mean PNC Bank,