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EXHIBIT 10.1
[CONFORMED COPY]
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 19, 1996 among
RPM, INC. (the "Company") and the LENDERS listed on the signature pages hereof
(the "Lenders").
WITNESSETH:
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 by
Amendment No. 1 dated as of August 2, 1995, the "Credit Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein and to restate the Credit Agreement in its entirety to read as set
forth in the Credit Agreement with the amendments specified below;
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 restated 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 July 19, 2001.
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SECTION 3. 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 4. Increase in Commitments. As of the date hereof, the
Commitments shall be increased by $l00,000,000 to $250,000,000, and each
Lender's Commitment shall be the amount set forth opposite its name on the
signature pages hereof.
SECTION 5. GOVERNING LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts; Effectiveness. This Amendment and
Restatement 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 and Restatement 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;
(c) a new Note for each Lender which has requested one prior to
the date hereof, and
(d) 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 and Restatement, and any other matters relevant hereto,
all in form and substance satisfactory to the Administrative Agent.
SECTION 7. 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
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Name: Frank C. Sullivan
Title: Executive Vice President and
Commitment Chief Financial Officer
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$41,666,666.68 THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Lawrence C. Shields
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Name: Lawrence C. Shields
Title: Managing Director
$37,500,000.00 NATIONAL CITY BANK
By: /s/ Terri L. Cable
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Name: Terri L. Cable
Title: Vice President
$37,500,000.00 THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ James F. Gable
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Name: James F. Gable
Title: As Authorized Agent
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$29,166,666.67 CREDIT LYONNAIS CHICAGO
BRANCH
By: /s/ Julie T. Kanak
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Name: Julie T. Kanak
Title: Vice President & Group Head
$20,833,333.33 HARRIS TRUST AND SAVINGS BANK
By: /s/ Jeffrey C. Nicholson
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Name: Jeffrey C. Nicholson
Title: Vice President
$20,833,333.33 PNC BANK, NATIONAL ASSOCIATION
By: /s/ Joseph G. Moran
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Name: Joseph G. Moran
Title: Vice President
$20,833,333.33 KEYBANK NATIONAL ASSOCIATION
By: /s/ Marianne T. Meil
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Name: Marianne T. Meil
Title: Assistant Vice President
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$20,833,333.33 THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By: /s/ John C. Solomon
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Name: John C. Solomon
Title: Vice President
$20,833,333.33 WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Pendleton Whisnant
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Name: Pendleton Whisnant
Title: 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 .25% .30% .375% .45% .60% .875
Loans
CD Loans .375% .425% .50% .575% .725% 1.0%
Commitment .075% .10% .125% .175% .225% .35%
Fee Rate
Base Rate 0% 0% 0% 0% 0% 0%
Loans
===========================================================================
For purposes of this Schedule, the following terms have the following
meanings:
"Applicable Indebtedness" means senior unsecured long-term debt of the
Company.
"Level I Status" exists at any date if, at such date, the Applicable
Indebtedness is rated A- or higher by S&P and A3 or higher by Moody's.
"Level II Status" exists at any date if, at such date, (i) the
Applicable Indebtedness is rated BBB+ or higher by S&P and Baal or higher by
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 BBB or higher by S&P and Baa2 or higher by
Moody's and (ii) neither Level I Status nor Level II Status exists.
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"Level IV Status" exists at any date if, at such date, (i) the
Applicable Indebtedness is rated BBB- or higher by S&P and Baa3 or higher by
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 BB+ or higher by S&P and Bal or higher by
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 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.
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