Exhibit 4.5
[FACE OF SECURITY]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
RPM INTERNATIONAL INC.
6.25% SENIOR NOTES DUE 2013
No. R-1 CUSIP: 749685AM5
Issue Date: December 9, 2003 ISIN: US749685AM57
Issue Price: $993.17 (for each $1,000 Principal Amount)
RPM INTERNATIONAL INC. promises to pay to CEDE & CO. or registered
assigns, the principal sum of TWO HUNDRED MILLION dollars ($200,000,000) on
December 15, 2013, and to pay interest thereon, as provided on the reverse
hereof, until the principal and any unpaid and accrued interest is paid or duly
provided for.
Interest Payment Dates: June 15 and December 15, commencing June 15,
2004
Regular Record Dates: June 1 and December 1
The provisions on the back of this certificate are incorporated as if
set forth on the face hereof.
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IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.
RPM INTERNATIONAL INC.
By: /s/ Robert L. Matejka
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Name: Robert L. Matejka
Title: Vice President, Chief Financial Officer
and Controller
By: /s/ P. Kelly Tompkins
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Name: P. Kelly Tompkins
Title: Senior Vice President, General Counsel
and Secretary
Dated: July 14, 2004
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the Securities referred
to in the within-mentioned Indenture.
By: /s/ Cynthia Chaney
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Authorized Signatory
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[REVERSE OF SECURITY]
6.25% SENIOR NOTES DUE 2013
1. Interest.
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RPM International Inc., a Delaware corporation (the "Company"),
promises to pay interest on the Principal Amount of this Security at the rate
per annum shown above. The Company will pay interest (and Additional Interest,
if any) semi-annually in arrears on June 15 and December 15 of each year,
beginning June 15, 2004. Interest on the Securities will accrue from the most
recent Interest Payment Date to which interest has been paid or, if no interest
has been paid, from the Issue Date of this Security. Interest (and any
Additional Interest and Defaulted Interest, if any) will be computed on the
basis of a 360-day year composed of twelve 30-day months. The Company will pay
interest (and Additional Interest, if any) on the Securities (except Defaulted
Interest) to the person in whose name the Securities are registered at the close
of business on the June 1 or December 1 (each, a "Regular Record Date")
immediately preceding the relevant Interest Payment Date.
2. Method of Payment.
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The Holder must surrender the Securities to a Paying Agent to collect
principal payments on the Securities. The Company will pay the principal and
interest (including Additional Interest and Defaulted Interest, if any, and the
Redemption Price, if applicable) on the Securities at the office or agency of
the Company maintained for such purpose, in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
Until otherwise designated by the Company, the Company's office or agency
maintained for such purpose will be the Corporate Trust Office of the Trustee.
In the case of a permanent Global Security, principal and interest
(including Additional Interest and Defaulted Interest, if any) on any applicable
payment date shall be paid by wire transfer in immediately available funds in
accordance with the written wire transfer instruction supplied by the Holder
from time to time to the Trustee and Paying Agent (if other than the Trustee) at
least two Business Days prior to the applicable Regular Record Date; provided
that any payment to the Depositary, with respect to that portion of such
permanent Global Security held for its account by Cede & Co. for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent Global Security to the accounts of the beneficial owners thereof,
shall be paid by wire transfer in immediately available funds in accordance with
the wire transfer instruction supplied by the Depositary or its nominee from
time to time to the Trustee and Paying Agent (if other than the Trustee). In the
case of a Certificated Security, interest on any applicable payment date will be
paid by wire transfer of immediately available funds to the accounts specified
by the Holders thereof located in the United States if the Trustee shall have
received proper wire transfer instructions from such payee not later than the
related Regular Record Date or, if no account is specified, by mailing a check
to that Holder's registered address as reflected on the register maintained by
the Registrar.
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3. Paying Agent and Registrar.
--------------------------
Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice, other than
notice to the Trustee except that the Company will maintain at least one Paying
Agent in the State of New York, City of New York, Borough of Manhattan, which
shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or
co-registrar.
4. Indenture.
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The Company issued the Securities pursuant to an Indenture dated as of
December 9, 2003 (the "Indenture") between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). The Securities are subject to all such
terms, which terms hereby are expressly incorporated by reference into this
Note, and Holders are referred to the Indenture and the TIA for a statement of
those terms.
The Securities are general unsecured and unsubordinated obligations, of
the Company, unlimited as to Principal Amount, subject to the provisions of the
Indenture.
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.
5. Redemption at the Option of the Company.
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The Company may redeem the Securities for cash, in whole at any time
or in part from time to time, at any time prior to their Stated Maturity, at the
redemption price (the "Redemption Price") equal to the greater of:
(i) 100% of the Principal Amount of the Securities being redeemed; and
(ii) the Make-Whole Amount for the Securities being redeemed,
plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Company will, however, pay the interest
installment due on any Interest Payment Date that occurs on or before a
Redemption Date to the Holders as of the close of business on the Regular Record
Date immediately preceding that Interest Payment Date.
6. Notice of Redemption.
--------------------
In the event that the Company elects to redeem only a portion of the
Securities, the Securities to be redeemed shall be selected in accordance with
procedures of the Depositary, in the case of Global Securities, or by the
Trustee by such method as the Trustee deems to be fair and appropriate, in the
case of Securities held other than in the form of Global Securities, so long as
such method is not prohibited by the rules of any stock exchange on which the
Securities are then listed. Securities may be redeemed in part but only in
integral multiples of $1,000 of Principal Amount thereof.
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The Company shall give written notice of its intent to redeem
the Securities by first-class mail at least 30 days, but no more than 60 days,
prior to the applicable Redemption Date to Holders of Securities to be redeemed
at their addresses as set forth in the register for the Securities maintained by
the Registrar.
7. Sinking Fund.
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No sinking fund is provided for the Securities.
8. Defaulted Interest.
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Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, and such Defaulted Interest shall be paid by the Company as
provided for in Section 10.02 of the Indenture.
9. Denominations; Transfer; Exchange.
---------------------------------
The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000.
The transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. As a condition of transfer, the Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents, and the Company and the Registrar may
require a Holder to pay any taxes and fees permitted by the Indenture.
The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed pursuant to Article 3 of the
Indenture.
10. Persons Deemed Owners.
---------------------
The registered Holder of this Security may be treated as the owner of
this Security for all purposes.
11. Unclaimed Money.
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The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person and the Trustee and the Paying Agent shall have no further
liability to the Holders with respect to such money or securities for that
period commencing after the return thereof.
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12. Amendment; Waiver.
-----------------
Subject to certain exceptions set forth in the Indenture, (a) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (b) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding.
Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company and the Trustee may amend the Indenture or
the Securities (a) to cure any ambiguity, defect or inconsistency, or make any
other changes in the provisions of the Indenture which the Company and the
Trustee may deem necessary or desirable; provided that such amendment does not
materially and adversely affect rights of the Holders under the Indenture; (b)
to comply with Article 5 of the Indenture; (c) to evidence and provide for the
acceptance of appointment of a successor Trustee; (d) to make any change that
would provide for additional rights or benefits to the Holders or that does not
adversely affect the legal rights under the Indenture of any Holder; (e) to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the TIA; (f) modify the restrictions
on, and procedures for, resale and other transfers of securities pursuant to
law, regulation or practice relating to the resale or transfer of restricted
securities generally; or (g) to make any change that does not adversely affect
the rights of any Holders under the Indenture.
13. Defaults and Remedies.
---------------------
Under the Indenture, Events of Default include: (a) defaults in the
payment of the Principal Amount of any Security when the same becomes due and
payable at its Stated Maturity, upon redemption, upon declaration or otherwise;
(b) defaults in payment of any interest (including Additional Interest and
Defaulted Interest, if any) when the same becomes due and payable, which default
continues for 30 days or more; (c) failure by the Company to comply with any of
its agreements in the Security or the Indenture (other than those referred to in
clauses (a) and (b) above) and such failure continues for at least 60 days after
receipt by the Company of a Notice of Default; (d)(i) defaults by the Company or
its Subsidiary in the scheduled payment of principal of any Indebtedness (after
giving effect to any applicable grace period) and the aggregate principal amount
of such payment defaults at such time exceeds $50,000,000, or (ii) defaults by
the Company or any Subsidiary under any Indebtedness, whether such Indebtedness
now exists or is created later, which default results in such Indebtedness being
accelerated or declared due and payable, and the aggregate principal amount of
all Indebtedness so accelerated or so declared due and payable, exceeds
$50,000,000, and such acceleration or declaration has not been rescinded or
annulled within a period of 10 days after receipt by the Company of a Notice of
Default from the Trustee; (e) the rendering of any final judgment or order for
the payment of money in excess of $50,000,000, either individually or in the
aggregate (net of any amounts to the extent that they are covered by insurance),
against the Company or any of its Subsidiaries and which shall not have been
paid or discharged, and there shall be any period of 60 consecutive days
following the entry of the final judgment or order that causes the aggregate
amount for all such final judgments or orders outstanding and not paid or
discharged against the Company or any of its Subsidiaries to exceed $50,000,000
during which a stay of enforcement of
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such final judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect; and (f) certain events of bankruptcy, insolvency or
reorganization involving the Company.
As set forth in the Indenture, a Default under clause (c) or (d)(ii) of
this paragraph 13 is not an Event of Default until the Trustee notifies the
Company, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding notify the Company and the Trustee, of the
Default and the Company does not cure such Default (and such Default is not
waived) within the time specified in clause (c) or (d)(ii) above after actual
receipt of such notice. Any such notice must specify the Default, demand that it
be remedied and state that such notice is a "Notice of Default".
If an Event of Default occurs and is continuing, the Trustee by written
Notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Securities at the time outstanding by notice to the Company and
the Trustee, may declare the Principal Amount of the Securities and any accrued
and unpaid interest through the date of declaration on all the Securities to be
immediately due and payable. Certain events of bankruptcy or insolvency are
Events of Default that would result in the Principal Amount of the Securities
and any accrued and unpaid interest on all the Securities to become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in aggregate Principal
Amount of the Securities at the time outstanding, by notice to the Trustee (and
without notice to any other Holder) may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of the Principal Amount of the Securities and any accrued and unpaid
interest that have become due solely as a result of acceleration and if all
amounts due to the Trustee under Section 7.07 hereof have been paid. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.
Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default (except a Default in payment of amounts
specified in this clause 13(a) or 13(b) above) if it determines that withholding
notice is in their interests.
14. Trustee Dealings with the Company.
---------------------------------
Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.
15. No Recourse Against Others.
--------------------------
A director, officer, employee, agent, representative, stockholder or
equity holder, as such, of the Company shall not have any liability for any
obligations of the Company under the
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Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.
16. Authentication.
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This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.
17. Abbreviations.
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Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
18. GOVERNING LAW.
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THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.
----------------------
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The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
RPM International Inc.
P.O. Box 777
2628 Pearl Road
Medina, Ohio 44528
Attention: General Counsel
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ASSIGNMENT FORM
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To assign this Security, fill in the form below:
I or we assign and transfer this Security to:
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(Insert assignee's soc. sec. or tax ID no.)
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- ------------------------------------------------------------------------
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
__________________________________________________ as agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
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Date: _____________________
Your Signature:
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(Sign exactly as your name appears on the other side of this Security
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