FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 19, 2022, to be effective as of August 1, 2022, is made by and among RPM INTERNATIONAL INC., a Delaware corporation (the "Company"), RPM ENTERPRISES, INC., a Delaware corporation ("Enterprises"), RPOW UK LIMITED, a limited company incorporated under the laws of England and Wales ("RPOW-UK"), RPM EUROPE HOLDCO B.V., a private company with limited liability 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"), RPM CANADA COMPANY FINANCE ULC, an unlimited liability company organized under the laws of the Province of British Columbia, ("RPM Canada Company"), TREMCO ASIA PACIFIC PTY. LIMITED, a corporation incorporated under the laws of the Commonwealth of Australia ("Tremco"), RPM Europe Finance Designated Activity Company, an Irish Designated Activity Company Limited by Shares ("RPM Europe Finance") (each of the foregoing referred to herein as a "Borrower" and collectively referred to as the "Borrowers"), the other LENDERS party hereto (the "Lenders") and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of October 31, 2018, as amended by that certain First Amendment to Credit Agreement, dated as of April 30, 2020, as amended by that certain Second Amendment to Credit Agreement, dated as of December 16, 2021, as amended by that certain Third Amendment to Credit Agreement, dated as of December 30, 2021, and as further as amended by that certain Fourth Amendment to Credit Agreement (the "Fourth Amendment"), dated as of August 1, 2022 (as amended, the "Credit Agreement");
WHEREAS, the parties hereto have agreed to make certain amendments and grant certain other accommodations all as hereinafter provided, and, subject to the terms and conditions hereof, the Administrative Agent and Lenders are willing to do so.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
"Applicable Margin shall mean, as applicable:
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(A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the Debt Rating then in effect according to the pricing grid on Schedule 1.1(A) below the heading "Base Rate Loan Spread",
(B) the percentage spread to be added to Daily Simple RFR applicable to Revolving Credit Loans under the Daily Simple RFR Option based on the Debt Rating then in effect according to the pricing grid on Schedule 1.1(A) below the heading "Daily Simple RFR Loan Spread", or
(C) the percentage spread to be added to the Term SOFR Rate or Term RFR applicable to Revolving Credit Loans under the Term Rate Loan Option based on the Debt Rating then in effect according to the pricing grid on Schedule 1.1(A) below the heading "Term Rate Loan Spread".
Any change to the Debt Rating of the Company will immediately change the Applicable Margin as set forth above, effective on the date of such change in the Debt Rating."
“(c) Aggregate Revolving Credit Commitments. After giving effect to such increase, the total Revolving Credit Commitments shall not exceed the lesser of (i) $1,550,000,000 or (ii) the sum of (A) the total Revolving Credit Commitments as in effect on the date of such request prior to giving effect to any requested increase, plus (B) $200,000,000 minus the amount of any prior increase to the Revolving Credit Commitments under this Section 2.1.2;”
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.
BORROWERS:
RPM INTERNATIONAL INC.
By: /s/ Tracy D. Crandall
Name: Tracy D. Crandall
Title: Vice President – Compliance and Sustainability, Associate General Counsel and Assistant Secretary
RPM ENTERPRISES, INC.
By: /s/ Tracy D. Crandall
Name: Tracy D. Crandall
Title: Assistant Secretary
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RPOW UK LIMITED
By: /s/ Hilde De Backer
Name: Hilde De Backer
Title: Director
RPM EUROPE HOLDCO B.V.
By: /s/ Hilde De Backer
Name: Hilde De Backer
Title: Director
RPM CANADA
By: /s/ Tracy D. Crandall
Name: Tracy D. Crandall
Title: Assistant Secretary
RPM CANADA COMPANY FINANCE ULC
By: /s/ Tracy D. Crandall
Name: Tracy D. Crandall
Title: Assistant Secretary
TREMCO ASIA PACIFIC PTY. LIMITED
By: /s/ Paul G. P. Hoogenboom
Name: Paul G. P. Hoogenboom
Title: Director
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RPM Europe Finance Designated Activity Company
By: /s/ Hilde De Backer
Name: Hilde De Backer
Title: Director
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PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
By: /s/ Scott A. Nolan
Name: Scott A. Nolan
Title: Senior Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/ John R. Macks
Name: John R. Macks
Title: Vice President
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WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Nathan R. Rantala
Name: Nathan R. Rantala
Title: Managing Director
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CITIZENS BANK, N.A.
By: /s/ Izabela Algave
Name: Izabela Algave
Title: Vice President
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BANK OF AMERICA, N.A.
By: /s/ Bettina Buss
Name: Bettina Buss
Title: Director
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MUFG BANK, LTD.
By: /s/ Jorge Georgalos
Name: Jorge Georgalos
Title: Director
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BMO HARRIS BANK N.A.
By: /s/ Doug Steen
Name: Doug Steen
Title: Director
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KBC BANK, NV
By: /s/ Nicholas Fiore
Name: Nicholas Fiore
Title: Managing Director
By: /s/ Susan Silver
Name: Susan Silver
Title: Managing Director
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GOLDMAN SACHS LENDING PARTNERS LLC
By: /s/ Keshia Leday
Name: Keshia Leday
Title: Authorized Signatory
GOLDMAN SACHS BANK USA
By: /s/ Keshia Leday
Name: Keshia Leday
Title: Authorized Signatory
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kenneth R. Fieler
Name: Kenneth R. Fieler
Title: Vice President
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FIRST NATIONAL BANK OF PENNSYLVANIA
By: /s/ Jerome Sidley
Name: Jerome Sidley
Title: Commercial Manager
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