[Reverse of Note]
RPM INTERNATIONAL INC.
4.250% Notes due 2048
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to
be issued in one or more series under an Indenture dated as of April 8, 2014 between the Company and Wells Fargo Bank, National Association, as trustee, as amended or supplemented from time to time (herein called the
Indenture) (in its capacity as trustee, Wells Fargo Bank, National Association, being herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, such series being limited in initial aggregate principal amount to $300,000,000; provided, however, that the Company
may, without the consent of the Holders of the Securities of this series, issue additional Securities with the same terms as the Securities of this series, and such additional Securities shall be considered part of the same series under the
Indenture as the Securities of this series.
The Securities of this series shall not be entitled to any sinking fund.
July 15, 2047, the Securities of this series are redeemable at the option of the Company at any time in whole or from time to time in part, at a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and
unpaid interest thereon to, but excluding, the Redemption Date: (i) 100% of the principal amount of the Securities to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments.
On or after July 15, 2047, the Securities of this series are redeemable at the option of the Company at any time in whole or from time to
time in part, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to, but excluding the Redemption Date.
In determining the present values of the Remaining Scheduled Payments, such payments shall be discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such Securities.
Comparable Treasury Price
means (A) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four
Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date.
Independent Investment Banker means a Reference Treasury Dealer or its respective successors as may be appointed from time
to time by the Quotation Agent after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a primary treasury dealer), another primary
treasury dealer shall be substituted therefor by the Company.
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 >>
Get the latest news and financial information on why RPM is a good investment Download investor kit >>