future) of the Company or any of its Subsidiaries, and any assets related thereto, including all collateral securing such receivables, leases, or other financial assets, all contracts and all
guarantees or other obligations in respect thereof, proceeds thereof and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving
receivables, leases, or other financial assets or other transactions evidenced by receivables purchase agreements, including, without limitation, factoring agreements and other similar agreements pursuant to which receivables are sold at a discount.
Principal Property means, whether owned or leased on the date of the Indenture or acquired after the date hereof, each
manufacturing or processing plant or facility and office facilities of the Company or its Subsidiaries located in the United States.
Except as permitted under Exempted Liens and Sale-Leaseback Transactions below, the Company
will not, and it will not permit any of its Subsidiaries to, engage in the sale or transfer by the Company or any of its Subsidiaries of any Principal Property to a person (other than a Subsidiary of the Company or the Company) and the taking back
by the Company or any of its Subsidiaries, as the case may be, of a lease of such Principal Property, unless:
(i) such sale-leaseback transaction involves a lease for a period, including renewals, of not more than three years; or
(ii) the Company or its Subsidiary, within a one-year period after such
sale-leaseback transaction, applies or causes to be applied an amount not less than the net proceeds from such sale-leaseback transaction to the prepayment, repayment, redemption, reduction or retirement (other than pursuant to any mandatory sinking
fund, redemption or prepayment provision) of Funded Indebtedness.
Funded Indebtedness means Indebtedness having a maturity of
more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such date at the option of the obligor.
Exempted Liens and Sale-Leaseback Transactions
Notwithstanding the foregoing restrictions on Liens and sale-leaseback transactions, and in addition to Permitted Liens otherwise permitted
hereunder, the Company may, and may permit any Subsidiary to, create, assume, incur, or suffer to exist any Lien upon any Principal Property, or upon any shares of Capital Stock or Indebtedness of any of its Subsidiaries owning or leasing any
Principal Property, to secure Indebtedness incurred or guaranteed by the Company or any of its Subsidiaries or effect any sale-leaseback transaction of a Principal Property that is not excepted by Restrictions on Sale-Leaseback
Transactions above without equally and ratably securing the Securities; provided that, after giving effect thereto, the aggregate principal amount of outstanding Indebtedness secured by Liens other than Permitted Liens upon Principal Property
and/or upon such 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.
Attributable Indebtedness for a
sale-leaseback transaction means the lesser of (i) the fair value of the property subject to the transaction (as determined by the Companys Board of Directors), or (ii) the present value (discounted at the interest rate implicit in
the relevant sale and leaseback transaction) of rent for the remaining term of the lease.
Equity means, at any time, the consolidated stockholders equity of the Company and its Subsidiaries calculated on a consolidated basis as of such time.
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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