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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/20 RPM International Inc/DE 10-K 5/31/20 156:39M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.20M
2: EX-10.1.1 Material Contract HTML 116K
3: EX-10.2.1 Material Contract HTML 62K
4: EX-10.3.4 Material Contract HTML 63K
5: EX-10.3.5 Material Contract HTML 56K
6: EX-10.3.7 Material Contract HTML 66K
7: EX-10.4.3 Material Contract HTML 55K
8: EX-10.4.4 Material Contract HTML 54K
9: EX-10.4.5 Material Contract HTML 63K
10: EX-21.1 Subsidiaries List HTML 60K
11: EX-23.1 Consent of Experts or Counsel HTML 45K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 43K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 44K
22: R1 Document and Entity Information HTML 105K
23: R2 Consolidated Balance Sheet HTML 142K
24: R3 Consolidated Balance Sheet (Parenthetical) HTML 59K
25: R4 Consolidated Statements of Income HTML 99K
26: R5 Consolidated Statements of Comprehensive Income HTML 101K
27: R6 Consolidated Statements of Cash Flows HTML 153K
28: R7 Consolidated Statements of Stockholders' Equity HTML 88K
29: R8 Consolidated Statements of Stockholders' Equity HTML 43K
(Parenthetical)
30: R9 Summary of Significant Accounting Policies HTML 278K
31: R10 Restructuring HTML 338K
32: R11 Goodwill and Other Intangible Assets HTML 246K
33: R12 Marketable Securities HTML 186K
34: R13 Fair Value Measurements HTML 247K
35: R14 Derivatives and Hedging HTML 199K
36: R15 Borrowings HTML 134K
37: R16 Income Taxes HTML 338K
38: R17 Stock Repurchase Program HTML 45K
39: R18 Stock-Based Compensation HTML 287K
40: R19 Accumulated Other Comprehensive Income (Loss) HTML 196K
41: R20 Earnings Per Share HTML 143K
42: R21 Leases HTML 88K
43: R22 Pension Plans HTML 958K
44: R23 Postretirement Benefits HTML 433K
45: R24 Contingencies and Other Accrued Losses HTML 115K
46: R25 Revenue HTML 101K
47: R26 Segment Information HTML 633K
48: R27 Quarterly Information (Unaudited) HTML 170K
49: R28 Valuation And Qualifying Accounts and Reserves HTML 303K
(Schedule II)
50: R29 Summary of Significant Accounting Policies HTML 327K
(Policies)
51: R30 Summary of Significant Accounting Policies HTML 234K
(Tables)
52: R31 Restructuring (Tables) HTML 331K
53: R32 Goodwill and Other Intangible Assets (Tables) HTML 245K
54: R33 Marketable Securities (Tables) HTML 187K
55: R34 Fair Value Measurements (Tables) HTML 242K
56: R35 Derivatives and Hedging (Tables) HTML 192K
57: R36 Borrowings (Tables) HTML 112K
58: R37 Income Taxes (Tables) HTML 336K
59: R38 Stock-Based Compensation (Tables) HTML 284K
60: R39 Accumulated Other Comprehensive Income (Loss) HTML 195K
(Tables)
61: R40 Earnings Per Share (Tables) HTML 143K
62: R41 Leases (Tables) HTML 84K
63: R42 Pension Plans (Tables) HTML 971K
64: R43 Postretirement Benefits (Tables) HTML 446K
65: R44 Contingencies and Other Accrued Losses (Tables) HTML 107K
66: R45 Revenue (Tables) HTML 89K
67: R46 Segment Information (Tables) HTML 627K
68: R47 Quarterly Information (Unaudited) (Tables) HTML 169K
69: R48 Summary of Significant Accounting Policies - HTML 137K
Additional Information (Detail)
70: R49 Assets Acquired and Liabilities Assumed on HTML 75K
Acquisition (Detail)
71: R50 Assets Acquired and Liabilities Assumed on HTML 43K
Acquisition (Parenthetical) (Detail)
72: R51 Property, Plant and Equipment (Detail) HTML 56K
73: R52 Useful Lives (Detail) HTML 51K
74: R53 Major Class of Inventory (Detail) HTML 48K
75: R54 Investment (Income), Net (Detail) HTML 50K
76: R55 Other Expenses (Income), Net (Detail) HTML 56K
77: R56 Other Expense (Income), Net (Parenthetical) HTML 53K
(Detail)
78: R57 Restructuring - Additional Information (Detail) HTML 73K
79: R58 Summary of Charges Recorded in Connection with HTML 104K
Restructuring by Reportable Segment (Detail)
80: R59 Summary of Charges Recorded in Connection with HTML 84K
Restructuring by Reportable Segment
(Parenthetical) (Detail)
81: R60 Summary of Activity in Restructuring Reserves HTML 67K
(Detail)
82: R61 Changes in Carrying Amount of Goodwill, by HTML 63K
Reportable Segment (Detail)
83: R62 Changes in Carrying Amount of Goodwill, by HTML 45K
Reportable Segment (Parenthetical) (Detail)
84: R63 Goodwill and Other Intangible Assets - Additional HTML 85K
Information (Detail)
85: R64 Other Intangible Assets Major Classes (Detail) HTML 82K
86: R65 Summary of Available-for-Sale Debt Securities by HTML 58K
Asset Type (Detail)
87: R66 Marketable Securities - Additional Information HTML 55K
(Detail)
88: R67 Summary of Available-for-Sale Debt Securities in HTML 58K
Unrealized Loss Position and Included in
Accumulated Other Comprehensive (Loss), Aggregated
by Length of Time Investments (Detail)
89: R68 Net Carrying Values of Debt Securities by HTML 70K
Contractual Maturity (Detail)
90: R69 Assets and Liabilities Measured at Fair Value on HTML 85K
Recurring Basis and Categorized using Fair Value
Hierarchy (Detail)
91: R70 Fair Value Measurements - Additional Information HTML 48K
(Detail)
92: R71 Fair Value and Carrying Value of Financial HTML 56K
Instruments and Long-Term Debt (Detail)
93: R72 Derivatives and Hedging - Additional Information HTML 79K
(Detail)
94: R73 Derivatives and Hedging - Schedule of Derivatives HTML 67K
Instruments for Gains or Losses Initially
Recognized in AOCI in Consolidated Balance Sheet
(Detail)
95: R74 Derivatives and Hedging - Schedule of Fair Values HTML 76K
of Qualifying and Non-Qualifying Instruments Used
in Hedging Transactions (Detail)
96: R75 Description of Long Term Debt (Detail) HTML 83K
97: R76 Description of Long Term Debt (Parenthetical) HTML 175K
(Detail)
98: R77 Borrowings - Additional Information (Detail) HTML 262K
99: R78 Income Taxes - Additional Information (Detail) HTML 110K
100: R79 Income before Income Taxes (Detail) HTML 48K
101: R80 Provision (Benefit) for Income Tax (Detail) HTML 67K
102: R81 Significant Components of Deferred Income Tax HTML 82K
Assets and Liabilities (Detail)
103: R82 Reconciliation of Income Tax Expense (Benefit) HTML 81K
Computed by Applying U.S. Statutory Federal Income
Tax Rate against Income (Loss) before Income Taxes
to Provision (Benefit) for Income Taxes (Detail)
104: R83 Activity Related to Unrecognized Tax Benefits HTML 55K
(Detail)
105: R84 Stock Repurchase Program - Additional Information HTML 56K
(Detail)
106: R85 Stock-Based Compensation Expense Included in HTML 55K
Consolidated Statements of Income (Detail)
107: R86 Summary of Weighted-Average Assumptions Related to HTML 52K
SARs Grants (Detail)
108: R87 Stock-Based Compensation - Additional Information HTML 176K
(Detail)
109: R88 Summary of Option and Share-Based Payment Activity HTML 77K
(Detail)
110: R89 Summary of Share-Based Performance-Earned HTML 66K
Restricted Stock and Performance Stock Units
Activity (Detail)
111: R90 Share-Based Activity under 2003 Plan (Detail) HTML 61K
112: R91 Awards and Restricted Stock Units Issued under HTML 60K
2007 Plan and 2014 Omnibus Plan (Detail)
113: R92 Summary of Activity for Nonvested Restricted HTML 66K
Shares (Detail)
114: R93 Accumulated Other Comprehensive Income (Loss) HTML 71K
(Detail)
115: R94 Accumulated Other Comprehensive Income (Loss) HTML 44K
(Parenthetical) (Detail)
116: R95 Reconciliation of Numerator and Denominator of HTML 97K
Basic and Diluted Earnings Per Share (Detail)
117: R96 Reconciliation of Numerator and Denominator of HTML 57K
Basic and Diluted Earnings Per Share
(Parenthetical) (Detail)
118: R97 Leases - Additional Information (Detail) HTML 79K
119: R98 Schedule of Future Undiscounted Cash Flows and HTML 59K
Reconciliation to Lease Liabilities (Detail)
120: R99 Schedule of Summary of Future Minimum Lease HTML 54K
Commitments (Detail)
121: R100 Pension Plans - Additional Information (Detail) HTML 71K
122: R101 Retirement-Related Benefit Plans' Impact on Income HTML 68K
Before Income Taxes (Detail)
123: R102 Changes in Benefits Obligations and Plan Assets, HTML 109K
Pension (Detail)
124: R103 Amounts Recognized in Consolidated Balance Sheet, HTML 59K
Pension (Detail)
125: R104 Relationship between Plans Benefit Obligations and HTML 66K
Assets (Detail)
126: R105 Pretax Net Actuarial Loss and Prior Service HTML 55K
(Costs) Recognized in Accumulated Other
Comprehensive Income (Loss) not Affecting Retained
Earnings,Pension (Detail)
127: R106 Changes Recognized in Other Comprehensive Income, HTML 68K
Pension (Detail)
128: R107 Amounts in Accumulated Other Comprehensive Income HTML 51K
(Loss) that have not yet been Recognized in Net
Periodic Pension Cost, but are Expected to be
Recognized in Consolidated Statements of Income
(Detail)
129: R108 Weighted-Average Assumptions used to Determine HTML 60K
Benefit Obligations and Net Periodic Pension Cost
(Detail)
130: R109 Weighted-Average Actual Target Allocation of Plan HTML 73K
Assets (Detail)
131: R110 Pension Plan Assets Categorized Using Fair Value HTML 128K
Hierarchy (Detail)
132: R111 Activity that Occurred for Level Three Assets HTML 53K
(Detail)
133: R112 Components of Net Postretirement Expense (Detail) HTML 61K
134: R113 Changes in Benefit Obligation (Detail) HTML 63K
135: R114 Amounts Recognized in Consolidated Balance Sheets, HTML 54K
Postretirement (Detail)
136: R115 Pretax Net Actuarial Loss, Prior Service (Cost) HTML 55K
and Transition Assets/(Obligation) Recognized in
Accumulated Other Comprehensive Income (Loss) not
Affecting Retained Earnings, Postretirement
(Detail)
137: R116 Changes Recognized in Other Comprehensive Income, HTML 64K
Postretirement Benefits (Detail)
138: R117 Weighted-Average Assumptions used to Determine HTML 66K
Benefit Obligations and Net Periodic
Postretirement Cost (Detail)
139: R118 Increasing or Decreasing Current Health Care Cost HTML 57K
Trend (Detail)
140: R119 Postretirement Benefits - Additional Information HTML 60K
(Detail)
141: R120 Accrued Loss Reserves (Detail) HTML 53K
142: R121 Changes in Accrued Warranty Balances (Detail) HTML 51K
143: R122 Contingencies and Other Accrued Losses - HTML 46K
Additional Information (Detail)
144: R123 Revenue - Additional Information (Detail) HTML 62K
145: R124 Summary of Accounts Receivable Net of Allowances HTML 71K
and Net Contract Assets (Liabilities) (Detail)
146: R125 Segment Information - Additional Information HTML 56K
(Detail)
147: R126 Results of Reportable Segments (Detail) HTML 93K
148: R127 Net Sales and Long Lived Assets by Regions HTML 167K
(Detail)
149: R128 Quarterly Result of Operations (Detail) HTML 68K
150: R129 Quarterly Result of Operations (Parenthetical) HTML 53K
(Detail)
151: R130 Valuation and Qualifying Accounts and Reserves HTML 70K
(Schedule II) (Detail)
152: R131 Valuation and Qualifying Accounts and Reserves HTML 47K
(Schedule II) (Parenthetical) (Detail)
154: XML IDEA XML File -- Filing Summary XML 289K
21: XML XBRL Instance -- rpm-10k_20200531_htm XML 13.20M
153: EXCEL IDEA Workbook of Financial Reports XLSX 245K
17: EX-101.CAL XBRL Calculations -- rpm-20200531_cal XML 381K
18: EX-101.DEF XBRL Definitions -- rpm-20200531_def XML 1.68M
19: EX-101.LAB XBRL Labels -- rpm-20200531_lab XML 2.77M
20: EX-101.PRE XBRL Presentations -- rpm-20200531_pre XML 2.45M
16: EX-101.SCH XBRL Schema -- rpm-20200531 XSD 399K
155: JSON XBRL Instance as JSON Data -- MetaLinks 702± 1.17M
156: ZIP XBRL Zipped Folder -- 0001564590-20-033611-xbrl Zip 586K
| EX-10.4.5 |
Exhibit 10.4.5
EXECUTION VERSION
AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 22, 2020, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as servicer and as performance guarantor (in such capacity, the “Performance Guarantor”), SANTANDER BANK, N.A. (“Santander”), as a Purchaser, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Purchaser and as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and PNC CAPITAL MARKETS LLC, as structuring agent (in such capacity, the “Structuring Agent”).
RECITALS
1. Seller, RPM-Delaware, Wells Fargo Bank, National Association (“Wells Fargo”), PNC, Administrative Agent and Structuring 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. Concurrently herewith, Seller, RPM-Delaware, Wells Fargo and PNC are entering into that certain Payoff Letter, dated as of the date hereof (the “Payoff Letter”), pursuant to which, among other things, Wells Fargo is being removed as a party to the Agreement.
3. Concurrently herewith, Seller, RPM-Delaware, Santander, PNC, Administrative Agent and Structuring Agent are entering into that certain Amended and Restated Fee Letter, dated as of the date hereof (the “Fee Letter”).
4. Concurrently herewith, Seller, RPM-Delaware, DAP Products Inc., Tremco Incorporated, Rust-Oleum Corporation, The Euclid Chemical Company, Weatherproofing Technologies, Inc. and Tremco Barrier Solutions, Inc. are entering into that certain EU Risk Retention Agreement dated as of the date hereof (the “EU Risk Retention Agreement”).
5. Santander desires to join the Agreement, and Seller, RPM-Delaware, Santander, PNC, Administrative Agent and Structuring 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. Joinder of Santander.
(a) Santander as a Purchaser. Effective as of the date hereof, Santander shall be a Purchaser party to the Agreement for all purposes thereof and of the other
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Amendment No. 5 to A&R RPA (RPM) |
Transaction Documents as if Santander were an original party to the Agreement in such capacity, and effective as of the date hereof, Santander assumes all related rights and agrees to be bound by all of the terms and provisions applicable to Purchasers contained in the Agreement and the other Transaction Documents.
(b) Credit Decision. Santander (i) confirms to the Administrative Agent and each of the Purchasers that it has received a copy of the Agreement, the other Transaction Documents, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any Purchaser or any of their respective Affiliates, based on such documents and information as Santander shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Transaction Document. The Administrative Agent and the Purchasers make no representation or warranty and assume no responsibility with respect to (x) any statements, warranties or representations made in or in connection with the Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto or (y) the financial condition of any of the Seller, the Servicer, the Performance Guarantor or the Originators or the performance or observance by any of the Seller, the Servicer, the Performance Guarantor or the Originators of any of their respective obligations under the Agreement, any other Transaction Document, or any instrument or document furnished pursuant thereto.
(c) Consent to Joinder. Each of the Seller and the Administrative Agent consent to the foregoing joinder of Santander in the capacity as a Purchaser to the Agreement, and any otherwise applicable conditions precedent thereto under the Agreement and the other Transactions Documents (other than as set forth herein) are hereby waived.
SECTION 3. Non-Ratable Purchase; Consent.
(a) Non-Ratable Purchase. Notwithstanding the requirements set forth in Sections 1.1 and 1.2 of the Agreement that on the terms and subject to the conditions set forth in the Agreement, each applicable Purchaser makes purchases from the Seller ratably in accordance with its applicable Percentage, the Seller hereby requests on a one-time basis that in connection with the removal of Wells Fargo as a Purchaser party to the Agreement and the joinder of Santander as a Purchaser party to the Agreement, in each case, effective as of the date hereof, that otherwise on the terms and subject to the conditions set forth in the Agreement, Santander make a non-ratable purchase on the date hereof in the applicable amount set forth on Exhibit B hereto. For administrative convenience, the Seller hereby requests that Santander fund the purchase requested hereto to the applicable account set forth on Exhibit B hereto which is the account of Wells Fargo. Each of the Seller and Santander hereby acknowledge and agree that the Discount Rate with respect to such purchase shall initially be LMIR.
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(b) Capital. After giving effect to the foregoing purchase by Santander and the payments of each of the applicable amounts set forth in the Payoff Letter, the aggregate outstanding Capital funded by PNC will be $ 82,500,000 and the aggregate outstanding Capital funded by Santander will be $67,500,000.
(c) Conditions of Purchase. Notwithstanding the foregoing, and for the avoidance of doubt, Santander shall not be required to make or fund the purchase set forth above unless all the conditions precedent thereto set forth in the Agreement (including, without limitation, those set forth in Article VI of the Agreement) have been satisfied; provided, however, that the provision of Section 1.2 of the Agreement requiring the delivery of a Purchase Notice in connection with each purchase is hereby waived solely with respect to the Santander purchase to occur on the date hereof.
(d) Consent. Each of the parties hereto consents to the foregoing non-ratable purchase to be funded by Santander on a one-time basis, on the terms set forth in this Section 3.
SECTION 4. Amendments to the Agreement. The Agreement is hereby amended as follows:
(a) The Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.
(b) Exhibit X to the Agreement is deleted and replaced in its entirety with Exhibit X hereto.
SECTION 5. 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.
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SECTION 6. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof and concurrently with the effectiveness of the Payoff Letter, 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;
(b) receipt by the Administrative Agent of counterparts of the Fee Letter (whether by facsimile or otherwise) executed by each of the parties hereto;
(c) receipt by the Administrative Agent of counterparts of the Payoff Letter (whether by facsimile or otherwise) executed by each of the parties hereto;
(d) receipt by the Administrative Agent of counterparts of the EU Risk Retention Agreement (whether by facsimile or otherwise) executed by each of the parties hereto;
(e) receipt by the Administrative Agent of good standing certificates of the Seller and RPM-Delaware duly certified by the applicable Secretary of State (or similar official) of the state of organization;
(f) receipt by the Administrative Agent of certificates of the Secretary or Assistant Secretary of the Seller and RPM-Delaware certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it on and after the date hereof;
(g) receipt by the Administrative Agent, of a favorable opinion regarding corporate and enforceability matters addressed to the Administrative Agent and the Purchasers, in form and substance reasonably satisfactory to the Administrative Agent;
(h) receipt by the Administrative Agent of reliance letters addressed to Santander making them addressees of, with the right to rely on, the various opinions of counsel to the Seller Parties previously delivered to the Purchasers in connection with the Transaction Documents, in each case, in form and substance satisfactory to Santander and the Administrative Agent;
(i) evidence received by the Administrative Agent that (i) the “Amendment Fee” under and as defined in the Fee Letter and (ii) each other fee or other amount owing by the Seller under any Transaction Document or in connection with this Amendment or the transactions contemplated hereby, in each case, have been paid in fully in accordance with the terms of the Fee Letter or such other document to which such fee or amount is payable; and
(j) receipt by the Administrative Agent of such other documents and instruments as the Administrative Agent may reasonably request prior to the date hereof.
SECTION 7. Effect of Amendment; Ratification. Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects, and all of its provisions
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- 4 - | Amendment No. 5 to A&R RPA (RPM) |
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 8. 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 9. 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 10. 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 11. 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 12. Transaction Document. This Amendment shall constitute a Transaction Document.
SECTION 13. 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.
SECTION 14. Reaffirmation of Performance Guaranty. After giving effect to this Amendment and each of the other transactions contemplated hereby, all of the provisions of the Performance Guaranty shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.
[SIGNATURE PAGES TO FOLLOW]
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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: Edward W. Moore | ||
| Title: Secretary | ||
Amendment No. 5 to A&R RPA (RPM)
| RPM INTERNATIONAL INC., |
| as Servicer and Performance Guarantor |
| By: /s/ Edward W. Moore |
| Name: Edward W. Moore |
| Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary |
Amendment No. 5 to A&R RPA (RPM)
| SANTANDER BANK, N.A., |
| as a Purchaser |
| By: /s/ Xavier Ruiz Sena |
| Name: Xavier Ruiz Sena |
| Title: Managing Director |
Amendment No. 5 to A&R RPA (RPM)
| PNC BANK, NATIONAL ASSOCIATION, |
| as a Purchaser and as Administrative Agent |
| By: /s/ Michael Brown |
| Name: Michael Brown |
| Title: Senior Vice President |
| PNC CAPITAL MARKETS LLC, |
| as Structuring Agent |
| By: /s/ Michael Brown |
| Name: Michael Brown |
| Title: Managing Director |
Amendment No. 5 to A&R RPA (RPM)
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/27/20 | 8-K | ||
| For Period end: | 5/31/20 | 5 | ||
| 5/22/20 | 8-K | |||
| 5/9/14 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/23 RPM International Inc./DE S-3ASR 8/01/23 5:456K Donnelley … Solutions/FA 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 1/12/22 RPM International Inc./DE 424B5 1:473K Donnelley … Solutions/FA 1/10/22 RPM International Inc./DE 424B5 1:466K Donnelley … Solutions/FA 7/26/21 RPM International Inc./DE 10-K 5/31/21 146:37M ActiveDisclosure/FA 10/07/20 RPM International Inc./DE 10-Q 8/31/20 85:12M ActiveDisclosure/FA |