0001564590-20-033611 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 30, 2020, 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 ILLBRUCK LIMITED, a limited company incorporated under the laws of England and Wales (“Tremco illbruck”), 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

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AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 8, 2020, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), 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”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 30, 2020, is made by and among RPM INTERNATIONAL INC., a Delaware corporation (the “Company”), RPM NEW HORIZONS NETHERLANDS B.V., a corporation incorporated under the laws of the Netherlands (“RPM Netherlands”) (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”).

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of June 18, 2018, 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. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 22, 2020, 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”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 18, 2018, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), 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”).

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of March 31, 2017, 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. 7 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 27th, 2020 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of June 5, 2020, 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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