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Exhibit 4.5
 EXECUTION VERSION
 AMENDMENT NO. 2 TO
REVOLVING CREDIT AGREEMENT
 THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT Amendment
 OM GROUP, INC. Borrower
  NATIONAL CITY BANK Administrative
Agent Collateral Agent
 PRELIMINARY STATEMENTS:
 WHEREAS Credit Agreement
 WHEREAS
 NOW, THEREFORE
 SECTION 1. AMENDMENTS.
 1.1
 Second Amendment
 Temporary Revolving Loans
 Total Temporary Revolving Loans Commitment
 Temporary Revolving Loans Effective Date




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Temporary Revolving Loans Termination Date
 Temporary Revolving Loans Availability Period
 1.2
 Revolving Commitment
 Total Revolving Commitment
 1.3
  1.4
 (d) Temporary Revolving Loan Commitments. Temporary
Revolving Loans Effective Date
 2




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1.5
 (g) Mandatory PrepaymentCertain Proceeds of Debt and Equity Securities. first second third ,
 3




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1.6
  SECTION 2. BINDING EFFECT
 Second Amendment Effective
Date
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 4




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(g)
 (h)
 (i)
 (j)
 (k)
 (l)
  SECTION 3. RATIFICATIONS
  SECTION 4. REPRESENTATIONS AND WARRANTIES.
  5




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(a) Authorization, Validity and Binding Effect.
 (b) Representations and Warranties True and Correct.
 (c) No Event of Default, etc.
 (d) Compliance.
 SECTION 5. MISCELLANEOUS
 5.1 Successors and Assigns.
 5.2 Survival of Representations and Warranties.
 5.3 Reference to Credit Agreement.
 5.4 Expenses.
 6




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5.5 Severability.
 5.6 Applicable Law.
 5.7 Headings.
 5.8 Entire Agreement.
 5.9 Jury Trial Waiver. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AMENDMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATION IN THIS SECTION.
 5.10 Counterparts.
  7




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IN WITNESS WHEREOF
 OM GROUP, INC.By:Name:
Title:NATIONAL CITY BANK,Individually as a Lender, the Swing Line
Lender, the Letter of Credit Issuer, and in its capacity as the
Administrative Agent and the Collateral Agent, and the ArrangerBy:Name:
Title:KEYBANK NATIONAL ASSOCIATION,as a LenderBy:Name:
Title:JPMORGAN CHASE BANK, N.A.,as a LenderBy:Name:
Title:




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ACKNOWLEDGMENT, CONSENT AND RATIFICATION
 Amendment Acknowledgment
     JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ACKNOWLEDGMENT
AND OR THE FOREGOING AMENDMENT OR ANY OTHER CREDIT DOCUMENT (INCLUDING, WITHOUT LIMITATION, ANY
AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR




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THEREBY. EACH OF THE UNDERSIGNED HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING JURY TRIAL WAIVER, AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES TO THIS ACKNOWLEDGMENT AND THE SECOND AMENDMENT HAVE BEEN INDUCED TO ENTER
INTO THIS ACKNOWLEDGEMENT AND THE SECOND AMENDMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS SET FORTH IN THIS PARAGRAPH.




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IN WITNESS WHEREOF
 OMG AMERICAS, INC.,as a GuarantorOMG FIDELITY, INC.,as a GuarantorOMG JETT, INC.,as a GuarantorOM HOLDINGS, INC.,as a GuarantorOMG KG HOLDINGS, INC.,as a Guarantor
 By:Name:as an officer, on behalf ofeach of the above corporations