SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of April 15, 2021, 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), 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).
W I T N E S S E T H:
WHEREAS, the Company, RPM Netherlands, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 21, 2020, as amended by that certain First Amendment to Credit Agreement, dated as of April 30, 2020 (as amended, the Credit Agreement);
WHEREAS, the Company and RPM Netherlands (i) desire to join RPM Europe as a Foreign Borrower under the Credit Agreement (the RPM Europe Joinder) and (ii) have requested that the Administrative Agent and the Lenders permit (after consummation of the RPM Europe Joinder) RPM Netherlands to merge with and into RPM Europe with RPM Europe being the surviving entity (the Foreign Borrower Merger) and, as a result of the same, the sole remaining Foreign Borrower;
WHEREAS, subject to the terms and conditions hereof, the Administrative Agent and Lenders are willing to permit the RPM Europe Joinder and the Foreign Borrower Merger upon and subject to the terms and conditions of this Amendment and the related joinder documentation.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
1. Definitions. Except as set forth in this Amendment, defined terms used herein shall have the meanings given to them in the Credit Agreement and the rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Amendment.
2. Amendments to the Credit Agreement.
(a) The following definitions contained in Section 1.1. [Certain Definitions] of the Credit Agreement are hereby amended and restated in their entirety as follows:
Foreign Borrower shall have the meaning specified in the introductory paragraph and shall also include RPM Europe who joined this Agreement as a Foreign Borrower pursuant to the RPM Europe Joinder Agreement. Upon consummation of the Foreign Borrower Merger Agreement, RPM Europe shall be the sole Foreign Borrower.