shares of Capital Stock or Indebtedness of any subsidiary owning or leasing any Principal Property, plus the Attributable Indebtedness from sale-leaseback transactions of Principal Property not
so excepted, does not exceed 15% of the Consolidated Stockholders Equity as of the date of determination.
Indebtedness for a sale-leaseback transaction means the lesser of
Consolidated Stockholders Equity means, at any time, the consolidated stockholders equity of the Company
and its subsidiaries calculated on a consolidated basis as of such time.
Events of Default
The Events of Default with respect to the notes will be those events described under Description of Debt SecuritiesEvents of
Default in the accompanying prospectus. Furthermore the following shall also be considered an Event of Default: any final judgment or order for the payment of money in excess of the greater of $50,000,000 or 7% of Consolidated
Stockholders Equity, either individually or in the aggregate (net of any amounts to the extent that they are covered by insurance), shall have been rendered against the Company or any of its subsidiaries and which shall not have been paid or
discharged, and there shall be any period of 60 consecutive days following the entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against the
Company or any of its subsidiaries to exceed the greater of $50,000,000 or 7% of Consolidated Stockholders Equity during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in
Concerning the Trustee
We now have, and may from time to time conduct, other banking transactions, including lending transactions, or maintaining deposit accounts
with, the Trustee in the ordinary course of business. Wells Fargo Bank, National Association, in addition to being the Trustee under the indenture, is one of the lenders under our revolving credit facility. Wells Fargo Securities, LLC, an affiliate
of the Trustee, is one of the underwriters in this offering. The Trustee will be permitted to engage in other transactions with us; however, if it acquires any conflicting interest as defined in the Trust Indenture Act of 1939, it may be required to
resign as Trustee under the indenture. In that event, we would be required to appoint a successor trustee for the notes. Subject to the provisions of the indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise
any of its rights or powers under the indenture at the request, order or direction of any of the holders, unless such holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee.
The transferor of any note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with
any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify
or ensure the accuracy of such information. In connection with any proposed exchange of a Certificated Note for a Global Note, the Issuer or DTC shall be required to provide or cause to be provided to the Trustee all information necessary to allow
the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have
no responsibility to verify or ensure the accuracy of such information.
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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