AMENDMENT NO. 10 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 10 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of April 30, 2025, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as servicer and as performance guarantor (in such capacity, the “Performance Guarantor”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as a Purchaser, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Purchaser and as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”), and PNC CAPITAL MARKETS LLC, as structuring agent (in such capacity, the “Structuring Agent”).

RECITALS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

[Signature pages to follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

RPM FUNDING CORPORATION,

as Seller

By: /s/ Tracy D. Crandall
Name: Tracy D. Crandall
Title: President and Secretary

RPM INTERNATIONAL INC.,

as Servicer and Performance Guarantor

By: /s/ Tracy D. Crandall
Name: Tracy D. Crandall
Title: Vice President, General Counsel, Chief Compliance Officer and Secretary

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Purchaser

By: /s/ Taylor Cloud
Name: Taylor Cloud
Title: Executive Director

PNC BANK, NATIONAL ASSOCIATION,

as a Purchaser and as Administrative Agent

By: /s/ Michael Ferragonio
Name: Michael Ferragonio
Title: Senior Vice President

PNC CAPITAL MARKETS LLC,
as Structuring Agent
 

By: /s/ Michael Ferragonio
Name: Michael Ferragonio
Title: Managing Director

Exhibit A

[Amendments to the Agreement]

ARTICLE I. PURCHASE ARRANGEMENTS 2

Section 1.1 Purchase Facility 2

Section 1.2 Increases 2

Section 1.3 Decreases 3

Section 1.4 Payment Requirements 3

ARTICLE II. PAYMENTS AND COLLECTIONS 34

Section 2.1 Payments 34

Section 2.2 Collections Prior to Amortization 45

Section 2.3 Collections Following Amortization 45

Section 2.4 Application of Collections 5

Section 2.5 Payment Rescission 56

Section 2.6 Maximum Purchaser Interests 56

Section 2.7 Clean Up Call 6

Section 2.8 Administrative Agent’s Clawback 7

ARTICLE III. [RESERVED] 68

ARTICLE IV. PURCHASER FUNDING 68

Section 4.1 Purchaser Funding 68

Section 4.2 Yield Payments 68

Section 4.3 Selection and Continuation of Tranche Periods 68

Section 4.4 Discount Rates 78

Section 4.5 Conforming Changes Relating to Term SOFR Rate or
Daily Simple SOFR. 79

Section 4.6 Rate Unascertainable; Increased Costs; Illegality;
Benchmark Replacement Setting 79

Section 4.7 Benchmark Replacement Setting 910

ARTICLE V. REPRESENTATIONS AND WARRANTIES 1315

Section 5.1 Representations and Warranties of Seller 1315

Section 5.2 Representations and Warranties of Servicer 1819

ARTICLE VI. CONDITIONS OF PURCHASES 1920

Section 6.1 Conditions Precedent to Initial Incremental Purchase 1920

Section 6.2 Conditions Precedent to All Purchases and Reinvestments 1920

ARTICLE VII. COVENANTS 2021

Section 7.1 Affirmative Covenants of the Seller Parties 2021

Section 7.2 Negative Covenants of the Seller Parties 2930

ARTICLE VIII. ADMINISTRATION AND COLLECTION 3032

Section 8.1 Designation of Servicer 3032

Section 8.2 Duties of Servicer 3133

Section 8.3 Collection Notices 3334

Section 8.4 Responsibilities of Seller 3334

Section 8.5 Reports 3334

Section 8.6 Servicing Fees 3335

ARTICLE IX. AMORTIZATION EVENTS 3435

Section 9.1 Amortization Events 3435

Section 9.2 Remedies 3638

ARTICLE X. INDEMNIFICATION 3738

Section 10.1 Indemnities by the Seller 3738

Section 10.2 Indemnities by the Servicer 3941

Section 10.3 Increased Cost and Reduced Return 4142

Section 10.4 Other Costs and Expenses 4143

ARTICLE XI. THE ADMINISTRATIVE AGENT 4243

Section 11.1 Appointment 4243

Section 11.2 Delegation of Duties 4244

Section 11.3 Exculpatory Provisions 4244

Section 11.4 Reliance by the Administrative Agent and the Purchasers 4344

Section 11.5 Notice of Amortization Events 4344

Section 11.6 Non-Reliance on the Administrative Agent and Other Purchasers 4345

Section 11.7 Indemnification of Administrative Agent 4445

Section 11.8 Administrative Agent in its Individual Capacity 4446

Section 11.9 Successor Administrative Agent 4546

Section 11.10 [RESERVED] 4546

Section 11.11 UCC Filings 4546

Section 11.12 Structuring Agent 4546

Section 11.13 Benchmark Replacement Notification 4546

Section 11.14 Erroneous Payments 4547

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS 4849

Section 12.1 Assignments 4849

Section 12.2 Participations 4850

Section 12.3 Pledge to a Federal Reserve Bank 4950

ARTICLE XIII. [reserved] 4950

ARTICLE XIV. MISCELLANEOUS 4950

Section 14.1 Waivers and Amendments 4950

Section 14.2 Notices 4951

Section 14.3 Ratable Payments 5051

Section 14.4 Protection of Purchaser Interests 5051

Section 14.5 Confidentiality 5152

Section 14.6 [RESERVED] 5153

Section 14.7 Limitation of Liability 5153

Section 14.8 CHOICE OF LAW 5253

Section 14.9 CONSENT TO JURISDICTION 5253

Section 14.10 WAIVER OF JURY TRIAL 5254

Section 14.11 Integration; Binding Effect; Survival of Terms 5254

Section 14.12 Counterparts; Severability; Section References 5354

Section 14.13 Characterization 5354

Section 14.14 USA PATRIOT Act Notice 5455

In no event shall the Aggregate Capital outstanding hereunder exceed the lesser of (1) the Purchase Limit and (2) the difference between the Adjusted Net Receivables Balance and the Aggregate Reserves. Each Purchaser’s Commitments to Seller under this Agreement shall terminate on the Facility Termination Date.

Section 1.2 Increases. Each Purchase Notice (1) shall be made by Seller (or Servicer, on Seller’s behalf) shall provide each Purchaser with notice of each Incrementalno later than (x) in the case of a Purchase byNotice made pursuant to PINACLE, 12:00 p.m. New York City time on the proposed date of each such Incremental Purchase in a form set forth as Exhibit II hereto (a

“Purchase Notice”)., or (y) in the case of any other Purchase Notice, 12:00 p.m. New York City time on the proposed date of such Incremental Purchase; provided that any Purchase Notice made after such applicable time shall be deemed to have been made on the following Business Day, and (2) shall specify (i) the amount of the Incremental Purchase requested (which shall not be less than $3,000,000 and shall be an integral multiple of $100,000), (ii) other than for a Purchase Notice made pursuant to PINACLE, the allocation of such amount among the Purchasers, which shall be ratable based on the Commitments, (iii) the account to which the proceeds of such Incremental Purchase shall be distributed, (iv) the date such requested Incremental Purchase is to be made, which shall be a Business Day and (v) the requested Discount Rate and Tranche Period. Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall be at least $3,000,000 or a larger integral multiple of $100,000) and date of purchase and the requested Discount Rate and Tranche Period. In the event that any Purchase Notice is delivered later than 12:00 p.m. New York City time on the date of such Incremental Purchase, the Purchasers shall make such Incremental Purchase on a best-efforts basis only. .

On the date of each Incremental Purchase, each Purchaser shall, upon satisfaction of the applicable conditions precedent set forth in Article VI, each Purchaser, shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time) and pursuant to the other conditions set forth herein, remit to the Administrative Agent, in same day funds to the account specified by the Administrative Agent for such purpose, an amount equal to its Percentage of the Purchase Price of the Purchaser Interest then being purchased., such that the Administrative Agent is above to, and the Administrative Agent shall, to the extent the Purchasers have made funds available to it for such purposes and subject to Article VI and the other conditions set forth herein, fund such Incremental Purchase to the Seller on the date of such Incremental Purchase; provided that if any Purchaser fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds such Purchaser’s portion of such Incremental Purchase on the date thereof, and such Purchaser shall be subject to the repayment obligation in Section 2.8(a).

in accordance with the amount of Capital (if any) owing to such Purchaser. Only one (1) Reduction Notice shall be outstanding at any time. All prepayments pursuant to this section shall be accompanied by any associated Broken Funding Costs.

If Seller fails to pay any of the Obligations when due, Seller agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Collections, Seller (or Servicer, on Seller’s behalf) shall immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers and the Administrative Agent.

first, to the payment of the Servicer’s reasonably and properly documented out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if RPM-Delaware or one of its Affiliates is not then acting as the Servicer,

second, to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement,

third, ratably to the payment of all accrued and unpaid fees under the Fee Letter and Yield,

fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when RPM-Delaware or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations,

fifth, unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of a Reinvestment,

sixth, to the ratable reduction of the Aggregate Capital, and

seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4, shall be shared ratably (within each priority) among the Administrative Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

hereunder that the Seller will not make such payment, the Administrative Agent may assume that the Seller has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Purchasers the amount due. In such event, if the Seller has not in fact made such payment, then each of the Purchasers severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Purchaser, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

the Purchasers shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the applicable Fee Letter.

Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment the Servicer shall have delivered to the Purchasers on or prior to the date of such purchase, in form and substance satisfactory to each of the Purchasers, all Receivables Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Purchaser, which right may be exercised at any time on demand of such Purchaser, to rescind the related purchase and direct Seller to pay the Administrative Agent (for distribution back to such Purchaser its) such Purchaser’s Percentages of the Collection prior to the Amortization Date that shall have been applied to the affected Reinvestment.

Information required to be delivered pursuant to this Section 7.1(a) shall be deemed to have been delivered if such information shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov.

or any Significant Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (f).

Section 10.3 Increased Cost and Reduced Return.

Section 10.4 Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall pay to the Administrative Agent (for the benefit of itself and the Purchasers) on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Administrative Agent and the Purchasers (which such counsel may be employees of the Administrative Agent or a Purchaser) with respect thereto and with respect to advising the Administrative Agent and the Purchasers as to their respective rights and
 

remedies under this Agreement. Seller shall pay to the Administrative Agent (for the benefit of itself and the Purchasers) on demand any and all costs and expenses of the Administrative Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

to occur pursuant to the Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to another Purchaser Interest, the amount of Yield actually accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually received during the remainder of such period by the holder of such Purchaser Interest from investing the portion of such Capital not so allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or Purchasers agree to pay to the Administrative Agent for distribution to the Seller the amount of such excess. All Broken Funding Costs shall be due and payable hereunder upon written demand.

“Business Day” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania or New York, New York (or, if otherwise, the lending office of the Administrative Agent); provided that for purposes of any direct or indirect calculation or determination of, or when used in connection with any interest rate settings, fundings, disbursements, settlements, payments, or other dealings with respect to any Incremental Purchase that accrues yield at a rate based on SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Calculation Period” means a calendar month.

“Canadian Receivable” means a Receivable as to which the Obligor (a) if a natural person, is a resident of Canada, and (b) if a corporation or other business entity, is organized under the laws of and/or maintains its chief executive office in Canada.

“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the Administrative Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Accounting Standards Codification Topic 840 of the Financial Accounting Standards Board) and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Topic 840).

“Capital Tranche” means specified portions of Capital outstanding as follows: (a) any Capital for which the applicable Discount Rate is determined by reference to the Term SOFR Rate and which have the same Tranche Period shall constitute one Capital Tranche, (b) all Capital for which the applicable Discount Rate is determined by reference to Daily Simple SOFR
 

“Excluded Receivable” has the meaning set forth in the Receivables Sale Agreement.

“Excluded Subsidiary” shall mean any Potentially Excluded Subsidiary that has been the subject of an Exclusionary Event and each other corporation, limited liability company, partnership or other entity of which ownership interests representing at least a majority of the ordinary voting power or, in the case of partnership, at least a majority of the general partnership interests are directly or indirectly owned, controlled or held by one or more Potentially Excluded Subsidiary that has been subject of an Exclusionary Event.

“Exclusionary Event” shall mean the board of directors of any Potentially Excluded Subsidiary shall have authorized the filing of a bankruptcy petition with respect to such Potentially Excluded Subsidiary.

“Facility Account” means the account specified as such on Schedule C.

“Facility Termination Date” means the earlier of (i) May 19April 30, 20252028, and (ii) the Amortization Date.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto.

“Fee Letter” means those certain fee letter agreements from time to time entered into, among the Seller, each Purchaser and/or the Administrative Agent or the Structuring Agent (each such fee letter agreement, as amended, restated, supplemented or otherwise modified from time to time).

“Fifth Amendment Effective Date” means May 22, 2020.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Floor” means a rate of interest equal to zero (0.00%) per annum.

“FOB Accrual Balance” means, with respect to any Receivable on any date of determination, the ending balance of all accounting accruals or reserves for Receivables for which the related products and goods have been shipped to the related Obligor but not delivered to the related Obligor; provided that the Administrative Agent, by written notice to the Seller, Servicer and each Purchaser may require an adjustment to the FOB Accrual Balance if it determines pursuant to a Review that accounting accruals and reserves do not accurately reflect the actual amount of Receivables for which the related products and goods have been shipped to the related Obligor but not delivered to the related Obligor.

“Foreign Receivable” means a Receivable (other than a Canadian Receivable) as to which the Obligor (a) if a natural person, is not a resident of the United States of America, and (b) if a corporation or other business entity, is organized under the laws of and/or maintains its chief executive office in a jurisdiction other than the United States of America.

“Loss Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) the Stress Factor, times (b) the highest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of Seller or RPM-Delaware and any of its subsidiaries, taken as a whole, (ii) the ability of Seller to perform its obligations under this Agreement or (at any time RPM-Delaware is acting as Servicer or Performance Guarantor), the ability of the Servicer or the Performance Guarantor to perform its obligations under this Agreement or the Performance Undertaking, as the case may be, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectability of the Receivables generally or of any material portion of the Receivables.

“Material Indebtedness” means (a) with respect to the Performance Guarantor and its Subsidiaries (other than the Originators), Indebtedness in excess of $50150 million in aggregate principal amount and (b) with respect to any Originator, Indebtedness in excess of $20 million in aggregate principal amount.

“Monthly Reporting Date” shall have the meaning set forth in Section 8.5.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Receivables Balance” means, at any time, Adjusted Eligible Receivables at such time reduced by the aggregate amount by which (a) the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds (b) the Concentration Limit for such Obligor.

“Obligations” shall have the meaning set forth in Section 2.1.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organic Document” means, relative to any Person, its certificate of incorporation, its by-laws, its partnership agreement, its memorandum and articles of association, its limited liability company agreement and/or operating agreement, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

“Originator” has the meaning specified in the Receivables Sale Agreement.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Overnight Bank Funding Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York (“NYFRB”), as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Seller.

“Parent” has the meaning set forth in the Receivables Sale Agreement.

“Participant” has the meaning set forth in Section 12.2.

“Past Due Ratio” means, at any time, the following quotient (expressed as a percentage): (a) the sum (without duplication) of Defaulted Receivables and Charged-Off Receivables at such time, divided by (b) the aggregate Outstanding Balance of all Receivables.

“Percentage” means, at any time, with respect to any Purchaser, the percentage obtained by dividing the Commitment of such Purchaser at such time by the aggregate Commitment of all Purchasers at such time or, following the termination of all Commitments, the percentage obtained by dividing the aggregate Capital of such Purchaser at such time by the Aggregate Capital at such time.

“Performance Guarantor” means RPM-Delaware and its successors.

“Performance Undertaking” means that certain Third Amended and Restated Performance Undertaking, dated as of May 9, 2014, by Performance Guarantor in favor of Seller, substantially in the form of Exhibit XI, as the same may be amended, restated or otherwise modified from time to time.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“PINACLE” means PNC’s PINACLE® credit management service and any and all services and systems provided or used in connection therewith, and any similar or replacement electronic credit administration services implemented by PNC.

“PINACLE Agreement” means a separate written agreement between Seller and PNC regarding PINACLE, and any amendments, modifications or replacements thereof.

“Platform” means PINACLE or any of Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“PNC” has the meaning set forth in the preamble to this Agreement

“PNC Account” means the account specified form payments to PNC on Schedule C or such other account designated as such by PNC from time to time.

“Potential Amortization Event” means an event which, with the passage of any applicable cure period or the giving of notice, or both, would constitute an Amortization Event.

“Potentially Excluded Subsidiary” shall mean Specialty Products Holding Corp. and Bondex International Inc.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by PNC (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Purchase Limit” means $250,000,000300,000,000.

“Purchase Notice” has the meaning set forth in Section 1.2.

“Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to Seller for such Purchaser Interest which shall not exceed the least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent Receivables Report, taking into account such proposed Incremental Purchase.

“Purchaser Interest” means, at any time, an undivided percentage interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

where:

C = the Capital of such Purchaser Interest.

AR = the Aggregate Reserves.

ANRB = the Adjusted Net Receivables Balance.

EXHIBIT II

FORM OF PURCHASE NOTICE

[Date]

Wells Fargo Bank, National Association, as a Purchaser

1100 Abernathy Road, Suite 1600

Atlanta, GA 30328

Attention: Taylor Cloud

Email: Taylor.Cloud@wellsfargo.com

PNC Bank, National Association, as a Purchaser and as Administrative Agent
The Tower at PNC Plaza

300 Fifth Avenue, 11th Floor

Pittsburgh, PA 15222

Attention: Brian Stanley

Telephone: 412-768-2001

Fax: 412-803-5204

Re: PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Amended and Restated Receivables Purchase Agreement dated as of May 9, 2014 among RPM Funding Corporation (“Seller”), RPM International Inc., as initial Servicer, Wells Fargo Bank, National Association, as a Purchaser, PNC Bank, National Association, individually, as a Purchaser and as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent (the “Receivables Purchase Agreement”). Capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement.

The Administrative Agent and the Purchasers are hereby notified of the following Incremental Purchase:

SCHEDULE A

COMMITMENTS OF THE PURCHASERS

Annex A

[Closing List]

Closing Memorandum

Amendment to Trade Receivables Securitization Facility

for

RPM Funding Corporation,
& certain of its Affiliates

with

PNC Bank, National Association,
as Administrative Agent and a Purchaser

Wells Fargo Bank, National Association,
as a Purchaser

and

PNC Capital Markets LLC,
as Structuring Agent

For Closing on April 30, 2025

Parties and Abbreviations:

Administrative Agent PNC

CHG Calfee, Halter & Griswold LLP, counsel to the RPM Parties

Collection Account Bank PNC

DAP Global DAP Global Inc., a Delaware corporation

Euclid The Euclid Chemical Company, an Ohio corporation

MB Mayer Brown LLP, special counsel to PNC and the Structuring Agent

Originators DAP Global, Euclid, Rust-Oleum, Tremco CPG and Weatherproofing

Performance Guarantor RPM-Delaware

PNC PNC Bank, National Association

Purchasers PNC and Wells

RPM-Delaware RPM International Inc., a Delaware corporation

RPM Parties RPM-Delaware, SPE, Servicer, Performance Guarantor and Originators

Rust-Oleum Rust-Oleum Corporation, a Delaware corporation

Servicer RPM-Delaware

SPE RPM Funding Corporation, a Delaware corporation structured as a bankruptcy-remote special-purpose entity wholly-owned directly by RPM-Delaware

Structuring Agent PNC Capital Markets LLC

Tremco CPG Trecmo CPG Inc., a Delaware corporation

Weatherproofing Weatherproofing Technologies, Inc., a Delaware corporation

Wells Wells Fargo Bank, National Association