Exhibit 10.6

                                                             EXECUTION COPY

                    FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),  dated as
of October 31, 2002, is by and among Noveon  International,  Inc. (formerly
known as PMD Group  Holdings Inc.)  ("Holdings"),  Noveon,  Inc.  (formerly
known as PMD Group  Inc.)  (the  "Borrower"),  the  financial  institutions
signatory  hereto in their capacity as Lenders (as defined below) under the
Credit  Agreement (as defined below),  Deutsche Bank Trust Company Americas
(formerly  named Bankers  Trust  Company) as  administrative  agent for the
Lenders  (the  "Administrative  Agent"),  Credit  Suisse First  Boston,  as
syndication  agent for the Lenders (the  "Syndication  Agent") and together
with Deutsche  Bank Trust  Company  Americas each a joint lead arranger and
joint book manager.

                           W I T N E S S E T H :
                           - - - - - - - - - -

     WHEREAS,  Borrower,  Holdings,  certain  financial  institutions  (the
"Lenders"),  Administrative Agent and Syndication Agent are parties to that
certain  Credit  Agreement  dated as of  February  28,  2001  (as  amended,
restated,  supplemented  or  otherwise  modified and in effect from time to
time, the "Credit Agreement"),  pursuant to which the Lenders have provided
to Borrower credit facilities and other financial accommodations; and

     WHEREAS,  Borrower has requested that Administrative Agent and Lenders
amend the Credit  Agreement  in certain  respects  as set forth  herein and
Lenders and Administrative  Agent are agreeable to the same, subject to the
terms and conditions hereof.

     NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants  contained herein, and other good and valuable  consideration the
receipt and adequacy of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     1. Defined Terms.  Terms capitalized  herein and not otherwise defined
herein  are used with the  meanings  ascribed  to such  terms in the Credit
Agreement.

     2. Amendment to Credit  Agreement.  The Credit Agreement is, as of the
First  Amendment  Effective  Date (as  defined  below),  hereby  amended as
follows:

     (a) Section 1.1 of the Credit  Agreement is amended by  inserting  (in
alphabetical order) the following defined terms:

          "Discount Note Prepayment" means the repayment by Holdings of $45
million of the outstanding accrued and unpaid interest and principal on the
Holdings  Discount Note in a transaction in which the prepayment is treated
as a "Special  Prepayment"  as defined in the Holdings  Discount  Note,  as
amended,  and  pursuant  to which  the  principal  amount  of the  Holdings
Discount  Note is  reduced  in the  manner  specified  in  Section 8 of the
Holdings Discount Note.

          "Discount Note Cash Prepayment Amount" means $45 million.

          "First  Amendment"  means that certain First  Amendment to Credit
     Agreement  dated  as of  October  __,  2002  by  and  among  Holdings,
     Borrower, Lenders, Administrative Agent and Syndication Agent.

          "First  Amendment  Effective Date" as defined in Section 5 of the
     First Amendment.

          "First  Amendment  Voluntary   Prepayment"  means  the  voluntary
     prepayment  by the  Borrower of Term Loans in a minimum  amount of $45
     million out of cash on hand on the First Amendment Effective Date.

     (b) Section 1.1 of the Credit Agreement is further amended by deleting
the  references to "December 31, 2002" in the  definitions  of "Excess Cash
Flow" and "Excess Cash Payment Date" and  replacing  such  references  with
references to "December 31, 2003".

     (c) Section 1.1 of the Credit  Agreement is further  amended by adding
the  following  new proviso  immediately  at the end of the  definition  of
"Leverage Ratio":

          "provided, further, that for purposes of calculating the Leverage
Ratio for the Fiscal Quarter ended  September 30, 2002,  Consolidated  Debt
less Cash and Cash  Equivalents  shall be  calculated  on a pro forma basis
giving  pro forma  effect to the  Restricted  Payment  by the  Borrower  to
Holdings  of the  Discount  Note  Prepayment  Amount as if such  Restricted
Payment had been made during such Fiscal Quarter."

     (d)  Section  4.3(a) of the Credit  Agreement  is amended by  amending
clause (v) contained therein to insert the language "other than a voluntary
prepayment  consisting of the First Amendment Voluntary Prepayment" therein
immediately after the phrase "each voluntary prepayment of Term Loans".

     (e)  Section  4.3(a) of the Credit  Agreement  is  further  amended by
deleting the "." at the end of clause (v) thereof and replacing it with the
following new language:

          "; and (vi)  subject  to  Section  4.5(c),  the  First  Amendment
Voluntary  Prepayment shall be applied in the appropriate currency first to
the Scheduled Term A Dollar  Repayments,  Scheduled Term A Euro Repayments,
Scheduled Term B Dollar  Repayments,  Scheduled  Term B Euro  Repayments in
each case due  December 31, 2002 and in Fiscal Year 2003 in direct order of
maturity)  and,  thereafter,  subject to Section 4.5(c) shall be applied in
the appropriate  currency and in  proportional  amounts equal to the Term A
Dollar Percentage, Term A Euro Percentage, Term B Dollar Percentage, Term B
Euro Percentage (in each case,  after giving effect to the prepayments made
to  the  Scheduled  Term  A  Dollar  Repayments,   Scheduled  Term  A  Euro
Repayments,  Scheduled  Term B  Dollar  Repayments,  Scheduled  Term B Euro
Repayments  due  December  31,  2002 and in Fiscal  Year 2003 as  specified
above), as the case may be, of such remaining prepayment,  and, within each
Term  Loan,  shall be  applied to reduce  the  remaining  Scheduled  Term A
Repayments  and Scheduled Term B Repayments on a pro rata basis (based upon
the then remaining principal amount of such Scheduled Term A Repayments and
Scheduled Term B Repayments, respectively)."

     (f) Section  4.4(d) of the Credit  Agreement is amended by inserting a
new sentence at the end of such Section to read as follows:

          "Notwithstanding  anything  else in this Section to the contrary,
in the event that the Leverage  Ratio for the most recent  Excess Cash Flow
Period is less than 2.75x, then no mandatory  repayment of Excess Cash Flow
shall be required by this Section for such Excess Cash Flow Period."

     (g) Section 8.5 of the Credit  Agreement is amended by inserting a new
sentence at the end of such Section to read as follows:

          "Notwithstanding  anything  else in this Section to the contrary,
immediately  following payment of the First Amendment Voluntary Prepayment,
the Borrower may make a Restricted  Payment to Holdings out of cash on hand
in the amount of the Discount Note Cash  Prepayment  Amount;  provided that
Holdings  shall  immediately  utilize such  Restricted  Payment to make the
Discount Note Prepayment."

     3. Amendment Fee. In  consideration of the execution of this Amendment
by Administrative Agent and the Required Lenders,  Borrower hereby agree to
pay to each Lender which  executes this  Amendment on or prior to 5:00 p.m.
(central  standard time) October 25, 2002 a fee (the "Amendment Fee") in an
amount equal to (a) such Lender's Domestic  Revolving  Commitment plus such
Lender's Multicurrency  Revolving Commitment each as in effect on the First
Amendment  Effective Date plus the aggregate  outstanding Dollar Equivalent
principal  amount of such  Lender's  Term Loans (after giving effect to the
First Amendment Voluntary Prepayment) multiplied by (b) 0.10%.

     4. Representations and Warranties.  In order to induce  Administrative
Agent and the Lenders to enter into this  Amendment,  each of Borrower  and
Holdings  hereby  represents and warrants to  Administrative  Agent and the
Lenders, in each case after giving effect to this Amendment, as follows:

     (a)  Each of the  Borrower  and  Holdings  has the  right,  power  and
capacity  and has been  duly  authorized  and  empowered  by all  requisite
corporate  and  shareholder  action to enter  into,  execute,  deliver  and
perform  this  Amendment  and all  agreements,  documents  and  instruments
executed and delivered pursuant to this Amendment.

     (b) This  Amendment  constitutes  each of the Borrower's and Holdings'
legal,  valid and binding  obligation,  enforceable  against it,  except as
enforcement  thereof  may be  subject  to  the  effect  of  any  applicable
bankruptcy,   insolvency,   reorganization,   moratorium  or  similar  laws
affecting  creditors'  rights  generally  and general  principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity
or at law or otherwise).

     (c)  The  representations  and  warranties  contained  in  the  Credit
Agreement and the other Loan Documents are true and correct in all material
respects at and as of the First Amendment  Effective Date as though made on
and as of  the  First  Amendment  Effective  Date  (except  to  the  extent
specifically  made with  regard to a  particular  date,  in which case such
representation and warranty is true and correct in all material respects as
of such earlier date).

     (d) Each of the  Borrower's  and  Holdings'  execution,  delivery  and
performance  of this  Amendment do not and will not violate its Articles or
Certificate of Incorporation or By-laws, any law, rule, regulation,  order,
writ,  judgment,  decree  or  award  applicable  to it or  any  contractual
provision  (except as otherwise  expressly  waived hereby) to which it is a
party or to which it or any of its property is subject.

     (e) No  authorization or approval or other action by, and no notice to
or filing or registration  with, any  governmental  authority or regulatory
body  (other  than  those  which  have been  obtained  and are in force and
effect)  is  required  in  connection  with  the  execution,  delivery  and
performance  by  Borrower,  Holdings  or any  other  Credit  Party  of this
Amendment  and all  agreements,  documents  and  instruments  executed  and
delivered pursuant to this Amendment.

     (f) No Event of Default or Unmatured Event of Default exists under the
Credit  Agreement or would exist after giving effect to the  amendments and
transactions contemplated by this Amendment.

     5.  Conditions to  Effectiveness  of Amendment.  This Amendment  shall
become effective on the date (the "First Amendment Effective Date") each of
the following conditions precedent is satisfied:

     (a)  Execution  and  Delivery  of   Amendment.   Borrower,   Holdings,
Administrative Agent and Required Lenders shall have executed and delivered
the Amendment.

     (b) Execution  and Delivery of Loan  Documents.  Administrative  Agent
shall have received each of the following documents,  all of which shall be
satisfactory in form and substance to Administrative Agent and its counsel:

          (1) A certificate  of a  Responsible  Officer of Holdings and the
     Borrower in the form of Exhibit A attached hereto;

          (2) A Reaffirmation of Guaranty executed by a Responsible Officer
     of the Subsidiary Guarantors in the form of Exhibit B attached hereto;

          (3) An  opinion  of Fried,  Frank,  Harris,  Shriver &  Jacobson,
     special counsel to the Credit Parties,  addressed to Agent and each of
     the Lenders and dated the First Amendment  Effective Date, which shall
     be in form and substance reasonably satisfactory to the Administrative
     Agent  and shall  cover  such  matters  incident  to the  transactions
     contemplated   herein  and  in  the  other  Loan   Documents   as  the
     Administrative Agent or the Required Lenders may reasonably request;

          (4) A  certificate,  dated the First  Amendment  Effective  Date,
     signed by the secretary or any assistant secretary of each of Borrower
     and Holdings,  in the form of Exhibit  5.1(f) to the Credit  Agreement
     with appropriate insertions, as to the incumbency and signature of the
     officers  of each of  Borrower  and  Holdings  (in form and  substance
     satisfactory  to  Administrative  Agent) and any  certificate or other
     document or instrument to be delivered  pursuant  hereto or thereto by
     or on behalf of Borrower or Holdings,  together  with  evidence of the
     incumbency of such Secretary or Assistant Secretary, and certifying as
     true and correct,  attached copies of the Certificate of Incorporation
     and By-Laws of Borrower  and Holdings  (or  certifying  that there has
     been no change in such Certificate of  Incorporation  and By-Laws from
     those  delivered  to  the  Lenders  on the  Effective  Date)  and  the
     resolutions of Borrower and Holdings  referred to in such  certificate
     and  all  of  the  foregoing   (including  each  such  Certificate  of
     Incorporation  and By-Laws) shall be  satisfactory  to  Administrative
     Agent or the Required Lenders;

          (5) Good standing  certificates for each of Borrower and Holdings
     from their respective jurisdictions of incorporation.

     (c)  Payment of the First  Amendment  Voluntary  Prepayment.  Borrower
shall have paid in full to the Administrative  Agent for the benefit of the
Lenders with Term Loans the First  Amendment  Voluntary  Prepayment,  which
First  Amendment  Voluntary  Prepayment  shall  be  applied  in the  manner
provided  by  Section  4.3(a) of the  Credit  Agreement  as amended by this
Amendment.

     (d) Payment of First Amendment  Effective Date Amendment Fee. Borrower
shall have paid in full to Administrative  Agent, for ratable  distribution
to those Lenders that have signed this Amendment on or prior to October 25,
2002, an amount equal to the Amendment Fee.

     (e) Representations and Warranties. The representations and warranties
of the Borrower,  Holdings and the other Credit  Parties  contained in this
Amendment,  the Credit Agreement and the other Loan Documents shall be true
and correct in all material  respects as of the First  Amendment  Effective
Date,  with the same  effect as  though  made on such  date,  except to the
extent that any such representation or warranty relates to an earlier date,
in which case such  representation or warranty shall be true and correct in
all material respects as of such earlier date.

     (f) No  Defaults.  No  Unmatured  Event of Default or Event of Default
under the Credit Agreement shall have occurred and be continuing.

     6. Miscellaneous. The parties hereto hereby further agree as follows:

     (a) Costs,  Expenses  and  Taxes.  Borrower  hereby  agrees to pay all
reasonable  fees,  costs and expenses of  Administrative  Agent incurred in
connection  with  the  negotiation,   preparation  and  execution  of  this
Amendment and the  transactions  contemplated  hereby,  including,  without
limitation,  the reasonable fees and expenses of Winston & Strawn,  counsel
to the Administrative Agent.

     (b)  Counterparts.  This  Amendment  may be  executed  in one or  more
counterparts  any of  which  may be a  facsimile  and each of  which,  when
executed and delivered,  shall be deemed to be an original and all of which
counterparts,  taken  together,  shall  constitute  but one  and  the  same
document with the same force and effect as if the  signatures of all of the
parties  were on a single  counterpart,  and it shall not be  necessary  in
making  proof  of  this  Amendment  to  produce  more  than  one  (1)  such
counterpart.

     (c) Headings.  Headings used in this Amendment are for  convenience of
reference only and shall not affect the construction of this Amendment.

     (d)  Integration.  This Amendment and the Credit Agreement (as amended
hereby)  constitute  the entire  agreement  among the  parties  hereto with
respect to the subject matter hereof.

     (e) Governing Law. THIS AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN  ACCORDANCE  WITH,  THE INTERNAL  LAWS AND DECISIONS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES).

     (f) Binding Effect.  This Amendment shall be binding upon and inure to
the benefit of and be  enforceable  by Holdings,  Borrower,  Administrative
Agent and Lenders and their  respective  successors and assigns.  Except as
expressly set forth to the contrary  herein,  this  Amendment  shall not be
construed  so as to confer any right or benefit  upon any Person other than
Holdings,  Borrower,   Administrative  Agent  and  the  Lenders  and  their
respective successors and permitted assigns.

     (g) Amendment;  Waiver.  The parties hereto agree and acknowledge that
nothing  contained  in this  Amendment  in any manner or respect  limits or
terminates  any of the  provisions  of the Credit  Agreement  or any of the
other Loan  Documents  other than as expressly set forth herein and further
agree and  acknowledge  that the Credit  Agreement (as amended  hereby) and
each of the other  Loan  Documents  remain and  continue  in full force and
effect  and  are  hereby  ratified  and  confirmed.  Except  to the  extent
expressly set forth herein,  the execution,  delivery and  effectiveness of
this Amendment shall not operate as a waiver of any rights, power or remedy
of Lenders or Administrative  Agent under the Credit Agreement or any other
Loan  Document,  nor  constitute  a waiver of any  provision  of the Credit
Agreement or any other Loan Document. No delay on the part of any Lender or
Administrative   Agent  in  exercising  any  of  their  respective  rights,
remedies,  powers and privileges  under the Credit  Agreement or any of the
Loan Documents or partial or single exercise  thereof,  shall  constitute a
waiver  thereof.  On and  after  the First  Amendment  Effective  Date each
reference  in  the  Credit  Agreement  to  "this  Agreement,"  "hereunder,"
"hereof,"  "herein"  or words of like  import,  and each  reference  to the
Credit Agreement in the Loan Documents and all other documents delivered in
connection  with the Credit  Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.  Holdings and Borrower  acknowledge and
agree that this Amendment constitutes a "Loan Document" for purposes of the
Credit Agreement, including, without limitation, Section 10.1 of the Credit
Agreement.  None of the  terms  and  conditions  of this  Amendment  may be
changed,  waived, modified or varied in any manner,  whatsoever,  except in
accordance with Section 12.1 of the Credit Agreement.

                          [Signature Page Follows]


<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be executed by their respective  officers thereunto duly authorized,  as of
the date first written above.


                                        NOVEON, INC.


                                        By:/s/ Sean M. Stack
                                           ------------------------------------
                                        Name:  Sean M. Stack
                                             ----------------------------------
                                        Title: V.P. & Treasurer
                                              ---------------------------------


                                        NOVEON INTERNATIONAL, INC.


                                        By:/s/ Sean M. Stack
                                           ------------------------------------
                                        Name:  Sean M. Stack
                                             ----------------------------------
                                        Title: V.P. & Treasurer
                                              ---------------------------------




<PAGE>


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        in its individual capacity and as
                                        Administrative Agent


                                        By:/s/ M. A. Orlando
                                           ------------------------------------
                                        Name:  Marco Orlando
                                             ----------------------------------
                                        Title: Director
                                              ---------------------------------


<PAGE>


                                        CREDIT SUISSE FIRST BOSTON, acting
                                        through Cayman Islands Branch

                                        By:/s/ James P. Moran
                                           ------------------------------------
                                        Name:  James P. Moran
                                             ----------------------------------
                                        Title: Director
                                              ---------------------------------

                                        By:/s/ Ian W. Nalitt
                                           ------------------------------------
                                        Name:  Ian W. Nalitt
                                             ----------------------------------
                                        Title: Associate
                                              ---------------------------------


<PAGE>


                                        [Name of Lending Institution]


                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------

<PAGE>


                                 EXHIBIT A
                                 ---------

                           CERTIFICATE OF OFFICER
                           ----------------------

     I, the undersigned, the Insert Title of Noveon, Inc. (the "Borrower"),
and Insert Title of Noveon International,  Inc. ("Holdings"), in accordance
with Section 5(b) of that certain First Amendment to Credit Agreement dated
as of October ___, 2002 (the  "Agreement")  among  Holdings,  the Borrower,
Deutsche Bank Trust  Company  Americas,  as  Administrative  Agent,  Credit
Suisse First Boston as Syndication  Agent,  and the financial  institutions
signatory  thereto as Lenders,  do hereby certify on behalf of Borrower and
Holdings, the following:

     1.   The  representations and warranties set forth in Section 4 of the
          Agreement are true and correct in all material respects as of the
          date  hereof  except  to  the  extent  such  representations  and
          warranties  are  expressly  made as of a specified  date in which
          event such  representations  and warranties were true and correct
          in all material respects as of such specified date;

     2.   No Event of Default  or  Unmatured  Event of  Default  (except as
          otherwise  expressly waived by the Agreement) has occurred and is
          continuing after giving effect to the Agreement; and

     3.   The  conditions  of  Section 5 of the  Agreement  have been fully
          satisfied.

     Unless otherwise  defined herein,  capitalized terms used herein shall
have the meanings set forth in the Agreement.

                          [signature page follows]


<PAGE>


     IN WITNESS WHEREOF, the undersigned has duly executed and delivered on
behalf of Borrower and Holdings this Certificate of Officer on this ___ day
of October, 2002.



NOVEON, INC.                            NOVEON INTERNATIONAL, INC.


By:                                     By:
   -------------------------------         -------------------------------
Name:                                   Name:
     -----------------------------           -----------------------------
Title:                                  Title:
      ----------------------------            ----------------------------


<PAGE>


                                 EXHIBIT B

                         REAFFIRMATION OF GUARANTEE
                         --------------------------

     Each of the  undersigned  acknowledges  receipt of a copy of the First
Amendment to Credit  Agreement  (the  "Agreement";  capitalized  terms used
herein shall,  unless otherwise defined herein,  have the meanings provided
in the Agreement) dated as of October___,  2002, by and among Noveon,  Inc.
(the "Borrower"),  Noveon International,  Inc. ("Holdings"),  Deutsche Bank
Trust Company Americas, as Administrative Agent, Credit Suisse First Boston
as Syndication Agent, and the financial  institutions  signatory thereto as
Lenders, consents to such Agreement and each of the transactions referenced
in the Agreement and hereby reaffirms its obligations  under the Subsidiary
Guaranty.

Dated as of October ___, 2002.

                                        [INSERT SUBSIDIARY NAMES]

                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------