0000950123-10-056018 Sample Contracts

RPM INTERNATIONAL INC. INDEMNIFICATION AGREEMENT FOR DIRECTORS, OFFICERS AND KEY EMPLOYEES OF SPECIALTY PRODUCTS HOLDING CORP.
Indemnification Agreement • June 4th, 2010 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Delaware

THIS AGREEMENT is made, effective as of the 31st day of May, 2010, by and between RPM International Inc., a Delaware corporation (the “Corporation”), and Stephen J. Knoop (“Indemnitee”).

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • June 4th, 2010 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Ohio

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 28, 2010, is entered into by and among RPM International Inc., a Delaware corporation (the “Company”), RPM LUX HOLDCO S.À R.L., a limited liability company formed under the laws of Luxembourg (“RPM LUX”), RPOW UK LIMITED, a limited liability company formed under the laws of England and Wales (“RPOW-UK”), RPM EUROPE HOLDCO B.V., a limited liability company 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”), TREMCO ILLBRUCK COATINGS LIMITED, formerly known as TREMCO ILLBRUCK PRODUCTION LIMITED a limited liability company formed under the laws of England and Wales (“Tremco illbruck”), RPM CANADA COMPANY, an unlimited company formed under the laws of Nova Scotia (“RPM Canada Company”), and Tremco Asia Pacific Pty Limited, a corporation incorporated under the laws of the Commonwealth of Australia (“TREMCO” an

AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • June 4th, 2010 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York
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