Execution in Counterparts
77
Section 11.09.
Intent of the Parties
77
Section 11.10.
Entire Agreement
77
Section 11.11.
Severability of Provisions
77
Section 11.12.
No Liability of Syndication Agent
78
Section 11.13.
Waiver of Jury Trial
78
iii
EXHIBITS
EXHIBIT A
Form of Assignment and Acceptance
EXHIBIT B-1
Form of Seller Report
EXHIBIT B-2
Form of Receivables Report
EXHIBIT C
Form of Lock-Box Agreement
EXHIBIT D
Form of Second Amended and Restated Receivables Sale Agreement
EXHIBIT E
Form of Second Amended and Restated Consent and Agreement
EXHIBIT F
Form of Notice of Purchase
EXHIBIT G
Form of Swing Purchase Request
EXHIBIT H
Form of Letter of Credit Request
EXHIBIT I
Form of Notice of Conversion or Continuation
EXHIBIT J-l
Form of Opinion of Thompson Hine LLP, Counsel to the Seller and each
Originator
EXHIBIT J-2
Form of Opinion of Thompson Hine LLP, Counsel to the Seller and each
Originator ("true sale" and non-substantive consolidation opinion)
EXHIBIT K
Form of Second Amended and Restated Parent Undertaking
SCHEDULES
SCHEDULE I
Lock-Box Banks and Lock-Box Accounts
SCHEDULE II
Credit and Collection Policy
SCHEDULE III
Jurisdiction of Incorporation, Organizational Identification Number and
Location of the Seller's Principal Place of Business, Chief Executive Office and
Office Where Records are Kept
SCHEDULE IV
Forms of Invoices
SCHEDULE V
Changes in Financial Conditions or Operations
SCHEDULE VI
UCC Filing Jurisdictions
SCHEDULE VII
Commitments
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as
of June 26, 2007 (this "Agreement"), among POLYONE FUNDING CORPORATION, a
Delaware corporation (the "Seller"), POLYONE CORPORATION, an Ohio corporation
("PolyOne"), as the Servicer (as hereinafter defined), the banks and other
financial institutions listed on the signature pages hereof, as the Initial
Purchasers (the "Initial Purchasers"), CITICORP USA, INC., a Delaware
corporation ("Citicorp"), as administrative agent (the "Agent") for the
Purchasers and the other Owners (as hereinafter defined), CITIBANK, N.A., a
national association ("CNA"), and National City Bank, as issuing banks (the
"Issuing Banks"), and NATIONAL CITY BUSINESS CREDIT, INC., an Ohio corporation
("NCBC"), as the syndication agent (the "Syndication Agent") amends in certain
respects and restates in its entirety, the Amended and Restated Receivables
Purchase Agreement, dated as of July 26, 2005 (the "Prior Agreement").
PRELIMINARY STATEMENTS:
(1) It is the intent of the parties hereto that this Agreement not
constitute a novation of any of the obligations or liabilities under the Prior
Agreement nor constitute a discharge thereof, that this Agreement amend and
restate in its entirety the Prior Agreement and that, from and after the
Effective Date, the Prior Agreement be of no further force and effect except to
evidence the obligations of the parties thereto prior to the Effective Date and
the representations and warranties made thereunder.
(2) The Seller will from time to time purchase or otherwise acquire from
the Originators Pool Receivables in which the Seller intends to sell interests
referred to herein as Receivable Interests.
(3) The Purchasers may at any time and from time to time