XXXXXXXX XXXPANY. By: /s/ ----------------------------- CYNTXXX X. XXXXXX Title: VICE PRESIDENT AND ASSISTANT TREASURER The signature pages of each of TCB, Chase and the Lenders are attached hereto. SCHEDULE A/364-DAY AMOUNT OF PERCENTAGE OF TERMINATION INSTITUTION COMMITMENT COMMITMENT DATE ----------- ---------- ------------- ----------- Chase Bank of Texas, N.A. $10,000,000.00 6.79% 12/31/99 First Union National Bank of North Carolina $10,000,000.00 6.79% 12/31/99 Bank of New York $10,000,000.00 6.79% 12/31/99 Bank of America $10,000,000.00 6.79% 12/31/99 Key Bank N.A. $10,000,000.00 6.79% 12/31/99 Bank One Corporation $10,000,000.00 6.79% 12/31/99 National City Bank $10,000,000.00 6.79% 12/31/99 Suntrust Bank, Atlanta $10,000,000.00 6.79% 12/31/99 ABN Amro Bank N.V. $10,000,000.00 6.79% 12/31/99 The Bank of Nova Scotia $ 7,600,000.00 5.16% 12/31/99 Royal Bank of Canada $ 7,600,000.00 5.16% 12/31/99 Wachovia Bank $ 7,600,000.00 5.16% 12/31/99 Wellx Xxxgo Bank $ 7,600,000.00 5.16% 12/31/99 PNC Bank, N.A. $ 7,600,000.00 5.16% 12/31/99 Bank of Tokyo-Mitsubishi $ 4,800,000.00 3.26% 12/31/99 Banca Commerciale Italiana $ 4,800,000.00 3.26% 12/31/99 Fifth Third Bank $ 4,800,000.00 3.26% 12/31/99 Mellon Bank, N.A. $ 4,800,000.00 3.26% 12/31/99 Total $147,200,000.00 100% The Chase Manhattan Bank, as the Competitive Advance Facility Agent By: /s/ ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Date: ---------------------------------------- The Chase Manhattan Bank 270 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Telephone: ----------------------------------- Facsimile: ----------------------------------- Date: ---------------------------------------- Amount of Percentage of Commitment Commitments ---------- ----------- $4,800,000 3.26% The Bank of Tokyo-Mitsubishi, Ltd. Chicago Branch By: /s/ ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Date: ---------------------------------------- The Bank of Tokyo-Mitsubishi, Ltd. Chicago Branch 227 X. Xxxxxx Xx., Suite 2300 Chicago, IL 60606 Telephone: ----------------------------------- Facsimile: ----------------------------------- Amount of Percentage of Commitment Commitments ---------- ----------- $4,800,000 3.26% Banca Commerciale Italiana Chicago Branch By: /s/ ------------------------------------------ Name: ---------------------------------------- Title: ----------------...
XXXXXXXX XXXPANY. By --------------------------- ------------------------ Secretary Title: Countersigned: By ------------------------- Authorized signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, ________________________________ hereby sells, assigns and transfers unto____________________________________________________________ (Please print name and address of transferee) ---------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, 19__ ----------------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
XXXXXXXX XXXPANY. By:__________________________________ Davix X. Xxxner President and Chief Executive Officer RPM, INC. By:_________________________________ Thomxx X. Xxxxxxxx Chairman
XXXXXXXX XXXPANY. By: /s/ Stevxx Xxxxxx --------------------------------
XXXXXXXX XXXPANY. By ------------------------------ Name: Title: THE BANK OF NEW YORK, AS GUARANTEE TRUSTEE By ------------------------------ Name: Title:
XXXXXXXX XXXPANY. By: /s/ Jon X. Xxxxxx ------------------------------------- Jon X. Xxxxxx Senior Vice President and General Counsel
XXXXXXXX XXXPANY. Administrative Procedure ------------------------ This Administrative Procedure relates to the Securities defined in the Second Amended and Restated Distribution Agreement, dated _________, 1998 (the "Distribution Agreement"), between the Company on the one hand and Goldxxx, Xxchx & Xo., Citicorp Securities, Inc., J.P. Xxxxxx Xxxurities Inc., Morgxx Xxxnxxx & Xo. Incorporated and NationsBanc Montxxxxxx Xxxurities LLC (together, the "Agents"), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the "Selling Agent" and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the "Purchasing Agent". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a "Global Security") delivered to the Trustee, as agent for The Depository Trust Company (the "Depositary") and recorded in the book-entry system maintained by the Depositary (a "Book-Entry Security") or a certificate issued in definitive form (a "Certificated Security") delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such Security, except as provided in the prospectus supplement relating to the Securities. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in ...
XXXXXXXX XXXPANY. By: /s/ ----------------------------------- LARRX X. XXXXXXX Title: SENIOR VICE PRESIDENT- FINANCE, TREASURER AND CHIEF FINANCIAL OFFICER
XXXXXXXX XXXPANY. Landlord shall give access and entry to the Premises to Tenant and its contractors and subcontractors and reasonable opportunity and time and use of the facilities to enable Tenant to complete the Tenant Upfit Work; provided, however, any entry prior to the Commencement Date shall be subject to all of the terms and conditions of the Lease except the payment of rent and shall be at Tenant's sole risk. Landlord has the right to impose additional conditions on Tenant's early entry that Landlord, in its reasonable discretion, deems appropriate, including without limitation, an indemnification of Landlord and proof of insurance, and will further have the right to require that Tenant execute an early entry agreement containing those conditions prior to Tenant's early entry. All Tenant Upfit Work performed by Tenant or its contractor and subcontractors shall be strictly in accordance with the requirements of all governing codes and ordinances, all Underwriters, Landlord's insurance carrier or rating organization, any general or standard design specifications set forth by Landlord, all public utility companies serving the Building and Landlord's mortgage lender. The Tenant Upfit Work shall be completed substantially in accordance with the Tenant Upfit Plans approved by Landlord as provided in this Lease. Tenant shall obtain permits and approvals from all authorities for its work and shall obtain a Certificate of Occupancy at completion. Tenant shall make arrangements for separate metering of all utilities not supplied by Landlord and Tenant shall pay all charges, cost of meters and connection fees for same. No approval by Landlord of the Tenant Upfit Plans, consent by Landlord allowing Tenant to make any improvements, or any inspection of improvements made by or for Landlord shall in any way be deemed to be an agreement by Landlord that the Tenant Upfit Work complies with any legal requirements or insurance requirements or the certificate of occupancy for the Building, nor shall it be deemed to be a waiver by Landlord of the compliance by Tenant of any provision of this Lease. Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished or obligations incurred by Tenant in completion of the Tenant Upfit Work. In the event that Tenant shall not, within ten days following imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all othe...
XXXXXXXX XXXPANY d. Michael Foods shall reimburse Goucher for all reasonable expenses incurred by Goucher in connection with Michxxx Xxxds' business, including but not limited to,
