Exhibit 10.1



 






Exhibit 10.1




EXECUTION COPY




AMENDMENT NO. 4 TO

AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of July 26, 2005




          AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) among
POLYONE CORPORATION, an Ohio corporation (the “Borrower”), the banks, financial
institutions and other institutional lenders parties to the Amended and Restated Credit Agreement
referred to below (collectively, the “Lenders”) and CITICORP USA, INC., as administrative
agent (the “Agent”) for the Lenders.




          PRELIMINARY STATEMENTS:




          (1) The Borrower, the Lenders and the Agent have entered into an Amended and Restated Credit
Agreement dated as of May 6, 2003, as amended by Amendment No. 1 dated as of August 27, 2003,
Amendment No. 2 dated as of September 25, 2003 and Amendment No. 3 and Waiver dated as of August 5,
2004 (such Agreement, as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”; terms defined in the Credit Agreement are used herein
as therein defined).




          (2) The Borrower has requested, and the Required Lenders have agreed, that the Credit
Agreement be amended as hereinafter set forth.




     SECTION 1. Amendment to Credit Agreement. The Credit Agreement is, effective as of
the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2,
hereby amended as follows:




     (1) Section 5.03(a) is hereby amended and restated in its entirety to read as follows:




     (a) Interest Coverage Ratio. Maintain an Interest Coverage Ratio during each
fiscal quarter set forth below of not less than the ratio set opposite such fiscal period:



	 	 	 
	Period	 	Ratio
	July 1, 2005 and thereafter
	 	2.00:1







     (2) Section 5.03(b) is hereby amended and restated in its entirety to read as follows:




     (b) Borrowed Debt/Adjusted EBITDA Ratio. Maintain a Borrowed Debt/Adjusted
EBITDA Ratio during each fiscal quarter set forth below of not more than the ratio set
opposite such fiscal period:



	 	 	 
	Period	 	Ratio
	July 1, 2005 through September 30, 2005

	 	4.75:1
	 
	 	 
	October 1, 2005 through December 31, 2005

	 	4.65:1
	 
	 	 
	January 1, 2006 and thereafter

	 	4.50:1






 









 






     SECTION 2. Conditions to Effectiveness. This Amendment shall become effective as of
the date first above written when, and only when the Agent shall have received (i) counterparts of
this Amendment executed by the Borrower and the Required Lenders and (ii) certified copies of the
resolutions of the Board of Directors of the Borrower approving this Amendment. This Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement.



     SECTION 3. Representations and Warranties of the Company. The Company represents and
warrants as follows:



          (a) The execution, delivery and performance by the Borrower of this Amendment and the Credit
Agreement, as amended hereby, and the consummation of the transactions contemplated hereby, are
within the Borrower’s corporate powers, have been duly authorized by all necessary corporate
action, and do not (i) contravene the Borrower’s charter or code of regulations, (ii) violate any
applicable law, rule, regulation, order, writ judgment, injunction, decree, determination or award,
or (iii) breach or result in a default under, or result in the acceleration of (or entitle any
party to accelerate) the maturity of any obligation of the Borrower under, or result in or require
the creation of any Lien upon any property of the Borrower pursuant to the terms of any agreement
or instrument binding on or affecting the Borrower or any of its properties other than in favor of
the Collateral Trustee for the benefit of the Secured Parties.




          (b) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement, as
amended hereby.




          (c) This Amendment has been duly executed and delivered by the Borrower. This Amendment and
the Credit Agreement, as amended hereby, are the legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective terms, subject to
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and to general equitable principles.




          (d) The representations and warranties contained in the Loan Documents are correct on and as
of the date of this Amendment, as though made on and as of such date, except to the extent that any
such representation and warranty relates to a specific date in which case such representation and
warranty shall be true and correct as of such earlier date.




     SECTION 4. Reference to and Effect on the Credit Agreement.



          (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement, as amended by this Amendment.




          (b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the Collateral






2









 







Documents and the Collateral described therein do and shall continue to secure the payment of all Obligations
of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under
the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the
Credit Agreement.




     SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement



     SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



     SECTION 7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



3









 





     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 above written.



	 	 	 	 	 
	 	POLYONE CORPORATION

 	 
	 	By  	/s/ John Rastetter
 	 
	 	 	Title: Treasurer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	CITICORP USA, INC.,

as Agent and as Lender

 	 
	 	By  	/s/ Joronne Jeter
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NATIONAL CITY BANK,

as Issuing Bank and as Lender

 	 
	 	By  	/s/ Victor Rivera
 	 
	 	 	Title: Chief Credit Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NATIONAL CITY BUSINESS CREDIT, INC.,

as Lender

 	 
	 	By  	/s/ Michael Fine
 	 
	 	 	Title: Director 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

as Lender

 	 
	 	By  	/s/ Francis W. Lutz, Jr.
 	 
	 	 	Title: Vice President