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Exhibit 10.15
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of August 2, 1995 among RPM, INC. (the "Company") and
the LENDERS listed on the signature pages hereof (the "Lenders").
W I T N E S S E T H :
WHEREAS, the Company, the Lenders and The Chase Manhattan Bank (National
Association), as Administrative Agent (the "Administrative Agent") are parties
to a Credit Agreement dated as of June 23, 1994 (as amended from time to time,
the "Credit Agreement");
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement", "the Credit Agreement" and
each other similar reference contained in the Credit Agreement shall from and
after the date hereof refer to the Credit Agreement as amended and modified
hereby.
SECTION 2. AMENDMENT OF SECTION 1.01 OF THE CREDIT AGREEMENT. The
definition of "Revolving Credit Period" in Section 1.01 of the Credit Agreement
is amended and restated to read in its entirety as follows:
"REVOLVING CREDIT PERIOD" shall mean the period from and
including the date hereof to but not including August 2, 2000.
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SECTION 3. AMENDMENT OF SECTION 2.01 OF THE CREDIT AGREEMENT. Section
2.01 of the Credit Agreement is amended by deleting "(a)" at the beginning
thereof and by deleting subsection (b) in its entirety.
SECTION 4. AMENDMENT OF SECTION 9.08 OF THE CREDIT AGREEMENT.
Section 9.08 of the Credit Agreement is amended to replace "60%" with "62.5%".
SECTION 5. AMENDMENT OF SECTION 9.13 OF THE CREDIT AGREEMENT. Clause
(iv) of Section 9.13 of the Credit Agreement is amended to insert "(other than
a Subsidiary of the Company)" immediately after "Company" in both places in
such clause in which "Company" appears.
SECTION 6. AMENDMENT OF PRICING SCHEDULE. The Pricing schedule is
amended and restated to read in its entirety as set forth in the attached
Pricing Schedule.
SECTION 7. REDUCTION OF COMMITMENTS. As of the date hereof, the
Commitments shall be reduced by $150,000,000 to $150,000,000.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when the
Administrative Agent shall have received:
(a) duly executed counterparts hereof signed by the Company
and the Lenders (or, in the case of any party as to which an executed
counterpart shall not have been received, the Administrative Agent
shall have received facsimile, telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by
such party);
(b) an opinion of Calfee, Halter & Griswold, counsel to the
Company, substantially in the form of Exhibit A hereto; and
(c) all documents the Administrative Agent may reasonably
request relating to the existence of the Company, the corporate
authority for and the validity of the Credit Agreement as amended by
this Amendment,
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and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent.
SECTION 10. EFFECT OF AMENDMENTS. Except as expressly set forth
herein, the amendments contained herein shall not constitute a waiver or
amendment of any term or condition of the Credit Agreement, and all such terms
and conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
RPM, INC.
By: /s/ Frank C. Sullivan
-----------------------------------
Name: Frank C. Sullivan
Title: Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Lawrence Shields
-----------------------------------
Name: Lawrence Shields
Title: Managing Director
NATIONAL CITY flANK
By: /s/ Terri L. Cable
-----------------------------------
Name: Terri L. Cable
Title: Vice President
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Stephanie L. Tucker
-----------------------------------
Name: Stephanie L. Tucker
Title: Vice President
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Mary Ann Klemm
-----------------------------------
Name: Mary Ann Klemm
Title: Vice President and
Group Head
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CREDIT LYONNAIS CAYMAN
ISLAND BRANCH
By: /s/ Mary Ann Klemm
-----------------------------------
Name: Mary Ann Klemm
Title: Authorized Signature
HARRIS TRUST AND SAVINGS BANK
By: /s/ Keith L. Burson
-----------------------------------
Name: Keith L. Burson
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Christonher L. Helmeci
-----------------------------------
Name: Christopher L. Helmeci
Title: Assistant Vice President
SOCIETY NATIONAL RANK
By: /s/ Marianne T. Meil
-----------------------------------
Name' Marianne T. Meil
Title: Assistant vice President
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By: /s/ Jay H. Nilson
-----------------------------------
Name: Jay H. Nilson
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ J. Peter Peyton
-----------------------------------
Name: J. Peter Peyton
Title: Senior Vice president
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PRICING SCHEDULE
The "Applicable Margin" for each Type of Loan and the commitment
fee rate for any day are the respective percentages set forth below in the
applicable row under the column corresponding to the Status that exists on such
day:
--------------------------------------------------------------
Level Level Level Level Level Level
Status I II III IV V VI
--------------------------------------------------------------
Euro-Dollar .30% .35% .425% .475% .625% 1.0%
Loans
--------------------------------------------------------------
CD Loans .425% .475% .55% .60% .75% 1.125%
--------------------------------------------------------------
Commitment Fee .10% .115% .14% .1875% .25% .375%
Rate
--------------------------------------------------------------
Base Rate Loans 0% 0% 0% 0% 0% 0%
--------------------------------------------------------------
For purposes of this Schedule, the following terms have the
following meanings:
"Applicable Indebtedness" means senior unsecured
long-term debt of the Company.
"Implied Rating" means the implied rating issued for the
Company's Applicable Indebtedness on the basis of the rating issued for the
Company's zero coupon redeemable convertible subordinated notes (the "Notes"),
or, if no such implied rating has been issued, a rating one designation higher
than the rating issued for the Notes.
"Level I Status" exists at any date if, at such date, the
Applicable Indebtedness is rated or has received an Implied Rating of A- or
higher by or from S&P and A3 or higher by or from Moody's.
"Level II Status" exists at any date if, at such date, (i) the
Applicable Indebtedness is rated or has received an Implied Rating of BBB+ or
higher by or from S&P and Baa1 or higher by or from Moody's and (ii) Level I
Status does not exist.
"Level III Status" exists at any date if, at such date, (i) the
Applicable Indebtedness is rated or has received an Implied Rating of BBB or
higher by or from S&P
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and Baa2 or higher by or from Moody's and (ii) neither Level I Status nor Level
II Status exists.
"Level IV Status" exists at any date if, at such date, (i) the
Applicable Indebtedness is rated or has received an Implied Rating of BBB- or
higher by or from S&P and Baa3 or higher by or from Moody's and (ii) none of
Level I Status, Level II Status or Level III Status exists.
"Level V Status" exists at any date if, at such date, (i) the
Applicable Indebtedness is rated or has received an Implied Rating of BB+ or
higher by or from S&P and Ba1 or higher by or from Moody's and (ii) none of
Level I Status, Level II Status, Level III Status or Level IV Status exists.
"Level VI Status" exists at any date if, at such date, no other
Status exists.
"Moody's" means Moody's Investors Service, Inc.
"S&P" means Standard & Poor's Corporation.
"Status" refers to the determination of which of Level I Status,
Level II Status, Level III Status, Level IV Status, Level V Status or Level VI
Status exists at any date.
The credit ratings to be utilized for purposes of this Schedule are those
assigned to senior unsecured long-term debt securities without third-party
credit enhancement, and except as set forth in the definition of "Implied
Rating" any rating assigned to any other debt security shall be disregarded. The
rating in effect at any date is that in effect at the close of business on such
date. If no Implied Rating is in effect, Status shall be determined as a
function of the leverage ratio described in Section 9.08, with appropriate
levels and related mechanics to be agreed by the Company and each of the
Lenders.
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