AMENDED AND RESTATED SWING LINE NOTE EXHIBIT B
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FORM OF BORROWING BASE CERTIFICATE EXHIBIT C
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FORM OF NOTICE OF
BORROWING EXHIBIT D
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FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT E
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FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT EXHIBIT F
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FORM OF INTERCOMPANY NOTE
SCHEDULE 1.2 - LENDERS' COMMITMENTS (ANNEX A - DEFINED TERMS) SCHEDULE 6.3 -
ORGANIZATION AND QUALIFICATIONS SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.9 - DEBT SCHEDULE 6.11 - REAL ESTATE; LEASES; LIENS SCHEDULE 6.12 -
PROPRIETARY RIGHTS SCHEDULE 6.13 - TRADE NAMES SCHEDULE 6.14 - LITIGATION
SCHEDULE 6.15 - LABOR DISPUTES SCHEDULE 6.16 - ENVIRONMENTAL LAW SCHEDULE 6.19 -
ERISA COMPLIANCE SCHEDULE 6.26 - MATERIAL AGREEMENTS SCHEDULE 6.27 - BANK
ACCOUNTS SCHEDULE 6.29 - INSURANCE
vi
SCHEDULE 6.30 - INACTIVE SUBSIDIARIES SCHEDULE 7 - REORGANIZATION TRANSACTIONS
SCHEDULE 7.9 - EXISTING INVENTORY ACCOUNTS RECEIVABLE SCHEDULE 7.11 - RESTRICTED
INVESTMENTS
vii
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement, dated as of December 9, 2010
(this "Agreement") among the financial institutions from time to time parties
hereto (such financial institutions, together with their respective successors
and assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), JPMorgan Chase Bank, N.A. having its principal
office at 120 S. LaSalle Street, 8th Floor, Chicago, IL 60603, as agent for the
Lenders (in its capacity as agent, the "Agent"), Eliokem, Inc., a Delaware
corporation, with offices at 1380 Tech Way Drive, Akron, Ohio 44306 ("Eliokem"),
and OMNOVA Solutions Inc., an Ohio corporation, with offices at 175 Ghent Road,
Fairlawn, Ohio 44333 ("Omnova" and together with Eliokem, the "Borrowers" and
each a "Borrower").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of May 28, 2003 (the
"Original Credit Agreement"), lenders party to the Original Credit Agreement
extended a revolving line of credit for loans and letters of credit in an amount
not to exceed $100,000,000 subject to increases in accordance with
Section 1.2(j);
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as
of May 22, 2007 (as amended or otherwise modified from time to time prior to the
date hereof, the "Prior Credit Agreement"), which amended and restated and
superseded and replaced the Original Credit Agreement in its entirety, lenders
party to the Prior Credit Agreement extended a revolving line of credit for
loans and letters of credit in an amount not to exceed $80,000,000;
WHEREAS, the Borrowers have requested the Lenders to (i) make available to the
Borrowers a revolving line of credit for loans and letters of credit in an
amount not to exceed $100,000,000, consisting of the continuation of the loans
outstanding under the Prior Credit Agreement, which extensions of credit the
Borrowers will use for the purposes permitted hereunder and (ii) amend and
restate the provisions of the Prior Credit Agreement as set forth herein;
WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein shall have