REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 2004 Between RPM INTERNATIONAL INC. and GOLDMAN, SACHS & CO. as Representative of the several Initial PurchasersRegistration Rights Agreement • September 30th, 2004 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York
RPM International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Goldman, Sachs & Co., as Representative of the Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated September 27, 2004 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 4.45% Senior Notes due 2009 (the “Initial Notes”). The Initial Notes are to be issued pursuant to an indenture, to be dated as of September 30, 2004 (the “Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
RPM INTERNATIONAL INC. as Issuer AND THE BANK OF NEW YORK as Trustee 4.45% Senior Notes due 2009Indenture • September 30th, 2004 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods
INDENTURE dated as of September 30, 2004 by and among RPM INTERNATIONAL INC., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation (the “Trustee”).
RPM INTERNATIONAL INC. (a Delaware corporation) 4.45% Senior Notes due 2009 PURCHASE AGREEMENTPurchase Agreement • September 30th, 2004 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York
Goldman, Sachs & Co. As Representative of the several Initial Purchasers c/o Goldman Sachs & Co. 85 Broad Street New York, New York 10004
