EX-10.1



 Exhibit 10.1 

Execution Copy 

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT 

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 19, 2015 (this “Amendment”), is among
MYERS INDUSTRIES, INC., an Ohio corporation (the “Company”), the foreign subsidiary borrowers party hereto (the “Foreign Subsidiary Borrowers”, and together with the Company, the “Borrowers”), the lenders party hereto
(collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Lenders (in such capacity, the “Administrative Agent”). 

RECITALS 
 A. The
Borrowers, the Administrative Agent and the Lenders are parties to a Fourth Amended and Restated Loan Agreement dated as of December 13, 2013 (as amended or modified from time to time, the “Loan Agreement”). 

B. The Borrowers desire to amend the Loan Agreement, and the Administrative Agent and the Lenders are willing to do so in accordance with the
terms hereof. 
 TERMS 

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: 

ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as
follows: 
 1.1 Effective as of November 1, 2014, the definition of “Change of Control” in Section 1.1 of the Loan
Agreement is amended to replace the reference therein to “20%” with “30%”. 
 ARTICLE II. REPRESENTATIONS. Each
Borrower and Guarantor (by signing the Consent and Agreement hereto) represents and warrants to the Administrative Agent and the Lenders that: 

2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of
any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound. 

2.2 This Amendment is its legal, valid and binding obligation, enforceable against each in accordance with the terms hereof, except as
enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. 

2.3 After giving effect to this Amendment, the representations and warranties contained in Article V of the Loan Agreement and in the other
Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof except to the extent that such representations and warranties expressly relate to an earlier date.








 2.4 After giving effect to this Amendment, no Default or Unmatured Default exists or has occurred
and is continuing on the date hereof. No Default or Event of Default under and as defined in the Senior Note Purchase Agreement exists or has occurred and is continuing on the date hereof. 

ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following
conditions is satisfied: 
 3.1 The Borrowers and the Required Lenders shall have signed this Amendment. 

3.2 The Guarantors shall have signed the Consent and Agreement hereto. 

ARTICLE IV. MISCELLANEOUS. 

4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan
Agreement as amended hereby and as further amended from time to time. 
 4.2 Except as expressly amended hereby, the Borrowers and
Guarantors (by signing the Consent and Agreement hereto) agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they
have no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Each of the Borrowers and the Guarantors (by signing the Consent and Agreement hereto) acknowledges and agrees that the Administrative Agent and
the Lenders have fully performed all of their obligations under all Loan Documents or otherwise with respect to the Borrowers and the Guarantors, all actions taken by the Administrative Agent and the Lenders are reasonable and appropriate under the
circumstances and within their rights under the Loan Documents and they are not aware of any currently existing claims or causes of action against the Administrative Agent or any Lender, any Subsidiary or Affiliate thereof or any of their successors
or assigns, and waives any such claims or causes of action of which they are aware. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any
purpose except as expressly set forth herein. 
 4.3 Capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto in the Loan Agreement. This Amendment is a Loan Document. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied
signatures or signatures sent by other electronic imaging shall be effective as originals. 

  
 2 








 IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed
and delivered as of the day and year first above written. 
  

			
	MYERS INDUSTRIES, INC.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Senior Vice President, Chief Financial Officer, and Corporate Secretary
	
	Foreign Subsidiary Borrowers:
	
	MYE CANADA OPERATIONS INC.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Chief Financial Officer and Vice President
	
	SCEPTER CANADA INC., formerly known as CA
	Acquisition Inc.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Chief Financial Officer and Vice President



  
 Myers Second Amendment
Signature Page 








 
			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
		
	By:		 /s/ Dana J. Moran



 

			
		
	Print Name:		Dana J. Moran


 
			
		
	Title:		Vice President
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as the Affiliate designated by JPMorgan Chase Bank, National Association to make Pro Rata Foreign Currency Loans to the Canadian Borrower on its behalf
		
	By:		 /s/ Michael N. Tam





			
		
	Print Name:		Michael N. Tam


 
			
		
	Title:		Senior Vice President



  
 Myers Second Amendment
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	KEYBANK NATIONAL ASSOCIATION, as a
	Documentation Agent and as a Lender
		
	By:		 /s/ Brian P. Fox



 
			
		
	Print Name:		Brian P. Fox


 
			
		
	Title:		Vice President



  
 Myers Second Amendment
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	CITIZENS BANK, NATIONAL ASSOCIATION (formally known as RBS Citizens, National Association), as a Documentation Agent and as a Lender
		
	By:		 /s/ Joshua Botnick





			
		
	Print Name:		Joshua Botnick


 
			
		
	Title:		Vice President



  
 Myers Second Amendment
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	U.S. BANK NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender
		
	By:		 /s/ Elizabeth Eaton





			
		
	Print Name:		Elizabeth Eaton


 
			
		
	Title:		Vice President



  
 Myers Second Amendment
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	PNC BANK, NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender
		
	By:		 /s/ Joseph Morgan



 

			
		
	Print Name:		Joseph Morgan


 
			
		
	Title:		Senior Vice President
	
	PNC BANK, CANADA BRANCH, as the Lending Installation designated by PNC Bank, National Association for Loans to the Canadian Borrower
		
	By:		 /s/ Nazmin Adatia



 

			
		
	Print Name:		Nazmin Adatia


 
			
		
	Title:		Senior Vice President



  
 Myers Second Amendment
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	WELLS FARGO BANK, N.A., as a Documentation Agent and as a Lender
		
	By:		 /s/ Samuel J. B. Prentis





			
		
	Print Name:		Samuel J. B. Prentis


 
			
		
	Title:		Senior Vice President



  
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	FIFTH THIRD BANK, as a Lender
		
	By:		 /s/ Martin H. McGinty





			
		
	Print Name:		Martin H. McGinty


 
			
		
	Title:		Vice President
	
	FIFTH THIRD BANK, operating through its Canadian Branch, as the Lending Installation designated by Fifth Third Bank for Loans to the Canadian Borrower
		
	By:		 /s/ Ramin Ganjavi



 

			
		
	Print Name:		Ramin Ganjavi


 
			
		
	Title:		Director



  
 Myers Second Amendment
Signature Page 








 CONSENT AND AGREEMENT 

As of the date and year first above written, each of the undersigned hereby: 

(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and
acknowledges and agrees to all of the representations, covenants, terms and provisions of the above Amendment applicable to it; 
 (b)
agrees that each Guaranty, other Collateral Document and all other agreements executed by any of the undersigned in connection with the Loan Agreement or otherwise in favor of the Agent or the Banks (collectively, the “Guarantor Collateral
Documents”) are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Guarantor Collateral Document; 

(c) acknowledges that its consent and agreement hereto is a condition to the Banks’ obligation under this Amendment and it is in its
interest and to its financial benefit to execute this consent and agreement; and 
 (d) acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in the above Amendment, none of the undersigned are required by the terms of the Credit Agreement or any other Loan Document to consent to the amendment to the Credit Agreement
effected pursuant to the above Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of the undersigns to any future amendments to the Credit Agreement. 

 

			
	BUCKHORN INC.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary and Treasurer
	
	AMERI-KART CORP.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary


 Myers Second Amendment Consent and Agreement Signature Page 







 
			
	PATCH RUBBER COMPANY
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary
	
	MYERS TIRE SUPPLY DISTRIBUTION, INC.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary and Treasurer
	
	MYELUX, LLC
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Vice President and Secretary
	
	AMERI-KART (MI) CORP.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary and Treasurer
	
	MYE AUTOMOTIVE, INC.
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary and Treasurer



  
 Myers Second Amendment
Consent and Agreement Signature Page 








 
			
	SCEPTER US HOLDING COMPANY, formerly known as Crown US Acquisition Company
		
	By:		 /s/ Greggory W. Branning





			
		
	Print Name:		Greggory W. Branning


 
			
		
	Title:		Secretary and Treasurer



  
 Myers Second Amendment
Consent and Agreement Signature Page