RPM INTERNATIONAL INC.Underwriting Agreement • February 20th, 2008 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York
The Notes will be issued pursuant to an indenture, dated as of February 14, 2008 (the “Base Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to an Officers Certificate to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
