Exhibit 4.1
AMENDMENT TO THE
RIGHTS AGREEMENT
AMENDMENT, dated as of August 17, 2018 (this “Amendment”), between RPM International Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of April 21, 2009 (the “Agreement”), between the Company and the Rights Agent.
RECITALS
WHEREAS, the Company desires to terminate the Rights issued pursuant to the Agreement;
WHEREAS, on October 8, 2009, the Company appointed Wells Fargo Bank, N.A., as Rights Agent, and Equiniti Trust Company is the successor to Wells Fargo Bank, N.A., under the terms of the Rights Agreement.
WHEREAS, pursuant to, and subject to the terms of, Section 26 of the Agreement, prior to the Distribution Date, the Company and the Rights Agent may supplement or amend any provision of the Agreement without the approval of any holders of certificates representing shares of Common Stock;
WHEREAS, the Distribution Date has not yet occurred, and the Board of Directors of the Company has determined that an amendment to the Agreement as set forth herein is desirable and the Company and the Rights Agent desire to evidence such amendment in writing;
WHEREAS, the Company has delivered to the Rights Agent a certificate stating that this Amendment complies with Section 26 of the Agreement and has directed the Rights Agent to amend the Agreement as set forth herein; and
WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.
Accordingly, the parties hereto agree as follows (capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement):
1. Amendment of the Rights Agreement. Section 1(i) of the Rights Agreement is hereby amended and restated in its entirety as follows:
(i) “Final Expiration Date” means August 17, 2018.
2. Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as specifically amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.
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