0000950170-22-012972 Sample Contracts

AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 25th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of September 14, 2021, is among RPM FUNDING CORPORATION, a Delaware corporation (“Buyer”), and each of the entities listed on the signature pages hereto as an “Originator” (each, an “Originator”; and collectively, the “Originators”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 25th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 16, 2021, is made by and among RPM INTERNATIONAL INC., a Delaware corporation (the “Company”), RPM ENTERPRISES, INC., a Delaware corporation (“Enterprises”) RPM LUX HOLDCO S.ÀR.L., a limited liability company formed under the laws of Luxembourg (“RPM Lux”), RPOW UK LIMITED, a limited company incorporated under the laws of England and Wales (“RPOW-UK”), RPM EUROPE HOLDCO B.V., a private company with limited liability 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 CPG UK LIMITED, a limited company incorporated under the laws of England and Wales (“Tremco CPG”), RPM CANADA COMPANY FINANCE ULC, an unlimited liability company organized under the laws of the Province of British Columbia, (“RPM Canada Company”), TREMCO ASIA PACIFIC PTY. LIMITED, a corporation incorporated under the laws of the

AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 25th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of September 30, 2021, is among RPM FUNDING CORPORATION, a Delaware corporation (“Buyer”), and each of the entities listed on the signature pages hereto as an “Originator” (each, an “Originator”; and collectively, the “Originators”).

AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 25th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of March 1, 2022 (such date, the “Tenth Amendment Effective Date”), is among RPM FUNDING CORPORATION, a Delaware corporation (“Buyer”), each of the entities listed on the signature pages hereto as a “Remaining Originator” (each, a “Remaining Originator”; and collectively, the “Remaining Originators”), DAP GLOBAL INC., a Delaware corporation (“DAP Global”), as a “New Originator”, TREMCO CPG INC., a Delaware corporation (“CPG”), as a “New Originator” (each, a “New Originator”; and collectively, the “New Originators”; and together with the Remaining Originators, the “Originators”), DAP PRODUCTS INC., a Delaware corporation (“DAP”) and Tremco Incorporated, an Ohio corporation (“Tremco” and together with DAP, each a “Released Originator”, and collectively the “Released Originators”).

AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 25th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 1, 2022, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as servicer and as performance guarantor (in such capacity, the “Performance Guarantor”), SANTANDER BANK, N.A. (“Santander”), as a Purchaser, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Purchaser and as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”), and PNC CAPITAL MARKETS LLC, as structuring agent (in such capacity, the “Structuring Agent”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 25th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 16, 2021, is made by and among RPM INTERNATIONAL INC., a Delaware corporation (the “Company”) and RPM EUROPE HOLDCO B.V., a corporation incorporated under the laws of the Netherlands (“RPM Europe”) (each of the foregoing referred to herein as a “Borrower” and collectively referred to as the “Borrowers”), the LENDERS (as defined in the Credit Agreement) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the “Administrative Agent”).

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