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EXHIBIT 10.15
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT, dated as
of
October 15, 2002 (this "Assignment Agreement"), by and among
RPM, INC., a
corporation duly organized and existing under the laws of the
State of Ohio, and
having its principal business office in Medina, Ohio ("RPM") and
RPM
INTERNATIONAL INC., a corporation duly organized and existing
under the laws of
the State of Delaware, and having its principal business office
in Medina, Ohio
("RPM International").
WITNESSETH:
WHEREAS, pursuant to an Agreement and Plan of Merger by and
among
RPM, RPM International, and a newly formed merger subsidiary of
RPM
International ("Newco"), Newco will merge into RPM on and as of
the date hereof
and each of the common shares of RPM will be converted into the
right to receive
one share of the RPM International (the "Merger
Transaction");
WHEREAS, in connection with the Merger Transaction, RPM will
also
on and as of the date hereof transfer the stock of certain of
its operating
subsidiaries to RPM International (which will in turn transfer
such stock
ownership to new intermediate holding companies wholly-owned by
RPM
International) and retain the stock of certain other operating
companies (the
"Asset Transfer" and, together with the Merger Transaction, the
"Transaction");
WHEREAS, RPM entered into that certain Five Year Credit
Agreement, dated as of July 14, 2000, as amended (the "Credit
Agreement"), among
RPM, the Lenders party thereto and JPMorgan Chase Bank (unless
otherwise
specifically defined herein, each term used herein with respect
to the Credit
Agreement which is defined in the Credit Agreement shall have
the meaning
assigned to such term in the Credit Agreement); and
WHEREAS, RPM and RPM International desire that RPM hereby
assign
to RPM International all of the rights and obligations of RPM
under the Credit
Agreement, and that RPM International hereby assume all of RPM's
obligations
thereunder and that RPM be released from all of its obligations
thereunder;
NOW, THEREFORE, for and in consideration of the premises and
other consideration the receipt of wh
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