RPM INTERNATIONAL INC.
OFFICERS CERTIFICATE AND AUTHENTICATION ORDER
4.250% NOTES DUE
Pursuant to the Indenture dated as of April 8, 2014 (the Indenture) between RPM International Inc. (the
Company) and Wells Fargo Bank, National Association, as trustee (the Trustee), and the resolutions adopted by the Board of Directors of the Company on October 4 and 5, 2017, this Officers Certificate is being
delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 2.01 of the Indenture, to establish the form of the Securities of such series in accordance with Section 2.02 of the Indenture, and to
constitute the Company Order to request the authentication and delivery of the Securities of such series pursuant to Section 2.04 of the Indenture, and to comply with the provisions of Section 14.05 of the Indenture.
Capitalized terms used but not defined herein and defined in the Indenture shall have the respective meanings ascribed to them in the
(a) There is hereby established pursuant to Section 2.01 and Section 2.02 of the Indenture a
series of Securities which shall have the terms set forth below and set forth in the form
of note attached hereto as Annex A.
(1) The series of Securities hereby being authorized shall bear the title 4.250% Notes due
2048 (referred to herein as the Notes).
(2) The aggregate principal amount of
Notes which may be authenticated and delivered under the Indenture pursuant hereto shall be limited to $300,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in the exchange for, or in lieu of, other Notes of
the series pursuant to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any Notes which, pursuant to Section 2.04, are deemed never to have been authenticated and delivered).
(3) The Notes shall be issuable in minimum denominations of $2,000 and in integral multiples of $1,000
in excess thereof.
(4) The form of note attached hereto as Annex A sets forth certain of the terms
of the Notes required to be set forth or determined in the manner provided in this Officers Certificate pursuant to Section 2.01 and Section 2.02 of the Indenture, and said terms are incorporated herein by reference.
(b) It is hereby established pursuant to Section 2.02 of the Indenture that the Notes shall be substantially in
the form attached as Annex A hereto.
(c) It is hereby ordered pursuant to Section 2.04 of the Indenture that
the Trustee authenticate, in the manner provided by the Indenture, one Global Security constituting the Notes
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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