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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/15 RPM International Inc/DE 10-Q 2/28/15 71:7.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 625K
2: EX-10.1 Material Contract HTML 38K
3: EX-12 Statement re: Computation of Ratios HTML 34K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 21K
49: R1 Document and Entity Information HTML 43K
39: R2 Consolidated Balance Sheets HTML 154K
47: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
51: R4 Consolidated Statements of Income HTML 96K
66: R5 Consolidated Statements of Comprehensive Income HTML 58K
41: R6 Consolidated Statements of Comprehensive Income HTML 32K
(Parenthetical)
46: R7 Consolidated Statements of Cash Flows HTML 132K
35: R8 Consolidation, Noncontrolling Interests and Basis HTML 28K
of Presentation
27: R9 Specialty Products Holding Corp. ("Sphc") HTML 38K
67: R10 New Accounting Pronouncements HTML 26K
53: R11 Investment (Income), Net HTML 32K
52: R12 Other (Income), Net HTML 30K
57: R13 Pension Plans HTML 79K
58: R14 Income Taxes HTML 31K
56: R15 Earnings Per Share HTML 51K
59: R16 Inventories HTML 28K
48: R17 Marketable Securities HTML 89K
50: R18 Fair Value Measurements HTML 77K
55: R19 Contingencies and Other Accrued Losses HTML 43K
71: R20 Stock Repurchase Program HTML 22K
62: R21 Equity HTML 110K
43: R22 Segment Information HTML 58K
54: R23 Investment (Income), Net (Tables) HTML 32K
45: R24 Other (Income), Net (Tables) HTML 29K
20: R25 Pension Plans (Tables) HTML 78K
63: R26 Earnings Per Share (Tables) HTML 49K
68: R27 Inventories (Tables) HTML 27K
31: R28 Marketable Securities (Tables) HTML 90K
30: R29 Fair Value Measurements (Tables) HTML 70K
33: R30 Contingencies and Other Accrued Losses (Tables) HTML 34K
34: R31 Equity (Tables) HTML 111K
36: R32 Segment Information (Tables) HTML 48K
19: R33 Specialty Products Holding Corp. ("SPHC") - HTML 83K
Additional Information (Detail)
60: R34 Investment (Income), Net (Detail) HTML 38K
42: R35 Other (Income), Net (Detail) HTML 32K
44: R36 Retirement-Related Benefit Plans' Impact on Income HTML 92K
Before Income Taxes (Detail)
23: R37 Pension Plans - Additional Information (Detail) HTML 32K
70: R38 Income Taxes - Additional Information (Detail) HTML 51K
14: R39 Reconciliation of Numerator and Denominator of HTML 78K
Basic and Diluted Earnings Per Share, Calculated
using Treasury Method and Two-Class Method
(Detail)
37: R40 Reconciliation of Numerator and Denominator of HTML 26K
Basic and Diluted Earnings Per Share, Calculated
using Treasury Method and Two-Class Method
(Parenthetical) (Detail)
65: R41 Major Class of Inventory (Detail) HTML 32K
22: R42 Summary of Marketable Securities by Asset Type HTML 100K
(Detail)
29: R43 Marketable Securities - Additional Information HTML 42K
(Detail)
32: R44 Summary of Securities in Unrealized Loss Position HTML 43K
and Included in Accumulated Other Comprehensive
Income, Aggregated by Length of Time Investments
(Detail)
40: R45 Net Carrying Values of Debt Securities by HTML 59K
Contractual Maturity (Detail)
18: R46 Assets and Liabilities Measured at Fair Value on HTML 98K
Recurring Basis and Categorized using Fair Value
Hierarchy (Detail)
26: R47 Fair Value Measurements - Additional Information HTML 46K
(Detail)
16: R48 Fair Value and Carrying Value of Financial HTML 53K
Instruments and Long-Term Debt (Detail)
64: R49 Changes in Accrued Warranty Balances (Detail) HTML 37K
21: R50 Contingencies and Other Accrued Losses - HTML 31K
Additional Information (Detail)
61: R51 Stock Repurchase Program - Additional Information HTML 37K
(Detail)
24: R52 Components of Total Equity and Comprehensive HTML 148K
Income (Detail)
38: R53 Segment Information - Additional Information HTML 25K
(Detail)
15: R54 Results of Reportable Segments (Detail) HTML 56K
69: XML IDEA XML File -- Filing Summary XML 105K
17: EXCEL IDEA Workbook of Financial Reports XLSX 171K
28: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.03M
8: EX-101.INS XBRL Instance -- rpm-20150228 XML 1.67M
10: EX-101.CAL XBRL Calculations -- rpm-20150228_cal XML 221K
11: EX-101.DEF XBRL Definitions -- rpm-20150228_def XML 747K
12: EX-101.LAB XBRL Labels -- rpm-20150228_lab XML 950K
13: EX-101.PRE XBRL Presentations -- rpm-20150228_pre XML 843K
9: EX-101.SCH XBRL Schema -- rpm-20150228 XSD 124K
25: ZIP XBRL Zipped Folder -- 0001193125-15-122986-xbrl Zip 148K
| EX-10.1 |
Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of February 25, 2015, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as Servicer, FIFTH THIRD BANK (“Fifth Third”), as a Purchaser, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Purchaser and as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”).
RECITALS
1. Seller, RPM-Delaware, Fifth Third, PNC and Administrative Agent are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of May 9, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).
2. Seller, RPM-Delaware, Fifth Third, PNC and Administrative Agent desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed thereto in, or by reference in, the Agreement.
SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows:
2.1 Section 2.6 of the Agreement is hereby replaced in its entirety with the following:
Section 2.6 Maximum Purchaser Interests. Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100% or the Aggregate Capital of the Purchasers exceeds the Purchase Limit on any day, Seller shall pay to each of the Purchasers within one (1) Business Day (or if such day is not a Business Day, within two (2) Business Days) its respective Percentage of an amount to be applied to reduce its aggregate Capital outstanding, such that after giving effect so such payment, the aggregate of the Purchaser Interests equals or is less than 100% and the Aggregate Capital of the Purchasers equals or is less than the Purchase Limit.
Amendment No. 1 to A&R RPA (RPM)
2.2 The definition of “Non-Seasonal Period” set forth in Exhibit I to the Agreement is hereby replaced in its entirety with the following:
“Non-Seasonal Period” means the period from and including the Settlement Date occurring in December of each calendar year, to but excluding the Settlement Date occurring in April of the following calendar year.
2.3 The definition of “RPM Credit Agreement” set forth in Exhibit I to the Agreement is hereby amended by replacing the date “June 29, 2012” where it appears therein with the date “December 5, 2014.”
2.4 The definition of “Seasonal Period” set forth in Exhibit I to the Agreement is hereby replaced in its entirety with the following:
“Seasonal Period” means the period from and including the Settlement Date occurring in April of each calendar year, to but excluding the Settlement Date occurring in December of such calendar year.
SECTION 3. Representations and Warranties. Each of the Seller and RPM-Delaware hereby represents and warrants to the Purchasers and the Administrative Agent as of the date hereof as follows:
(a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents (including the Agreement, as amended hereby) are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).
(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate powers and have been duly authorized by all necessary action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with their terms.
(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Amortization Event or Potential Amortization Event exists or shall exist.
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof subject to the satisfaction of each of the following conditions precedent:
(a) receipt by the Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto; and
(b) receipt by the Administrative Agent of such other documents and instruments as the Administrative Agent may reasonably request prior to the date hereof.
| - 2 - | Amendment No. 1 to A&R RPA (RPM) |
SECTION 5. Effect of Amendment; Ratification. Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects, and all of its provisions shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “the Amended and Restated Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein”, or words of similar effect, in each case referring to the Agreement, shall be deemed to be references to the Agreement as amended hereby. This Amendment shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the Agreement other than as specifically set forth herein.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
SECTION 7. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).
SECTION 8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT EXECUTED BY THE SELLER PARTIES PURSUANT TO THE AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.
SECTION 9. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.
SECTION 10. Transaction Document. This Amendment shall constitute a Transaction Document.
SECTION 11. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURE PAGES TO FOLLOW]
| - 3 - | Amendment No. 1 to A&R RPA (RPM) |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| RPM FUNDING CORPORATION, | ||
| as Seller | ||
| By: |
/s/ Edward W. Moore | |
| Name: |
||
| Title: |
Secretary | |
| S-1 | Amendment No. 1 to A&R RPA (RPM) |
| RPM INTERNATIONAL INC., | ||
| as Servicer | ||
| By: |
/s/ Edward W. Moore | |
| Name: |
||
| Title: |
SVP, GC, CCO & Secretary | |
| S-2 | Amendment No. 1 to A&R RPA (RPM) |
| FIFTH THIRD BANK, |
| as a Purchaser |
| By: /s/ Andrew D. Jones |
| Name: Andrew D. Jones |
|
Title: Director |
| S-3 | Amendment No. 1 to A&R RPA (RPM) |
| PNC BANK, NATIONAL ASSOCIATION, as a Purchaser and as Administrative Agent | ||
| By: |
/s/ Mark Falcione | |
| Name: Mark Falcione | ||
| Title: Executive Vice President | ||
| S-4 | Amendment No. 1 to A&R RPA (RPM) |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/8/15 | 8-K | ||
| For Period end: | 2/28/15 | |||
| 2/25/15 | 4 | |||
| 12/5/14 | 8-K | |||
| 5/9/14 | 4, 8-K | |||
| 6/29/12 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/26/23 RPM International Inc./DE 10-K 5/31/23 144:40M Donnelley … Solutions/FA 7/25/22 RPM International Inc./DE 10-K 5/31/22 151:39M Donnelley … Solutions/FA 7/26/21 RPM International Inc./DE 10-K 5/31/21 146:37M ActiveDisclosure/FA |