to the Credit Agreement as
amended by this Amendment and that this Amendment is a Loan Document.
(%4)
This Amendment may not be amended, modified or waived except by an
instrument or instruments in writing signed and delivered on behalf of each of
the parties hereto. This Amendment shall constitute a "Loan Document" for all
purposes of the Credit Agreement and other Loan Documents.
(%4)
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. SECTIONS 10.13 AND 10.14 OF THE CREDIT AGREEMENT ARE
HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY MUTATIS
MUTANDIS HERETO. SECTION 10.07 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY
REFERENCE INTO THIS AMENDMENT AND SHALL APPLY MUTATIS MUTANDIS HERETO AND BE
BINDING UPON THE AMENDMENT NO. 5 ARRANGERS.
(%4)
Any term or provision of this Amendment which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Amendment or
affecting the validity or enforceability of any of the terms or provisions of
this Amendment in any other jurisdiction. If any provision of this Amendment is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as would be enforceable.
(%4)
This Amendment may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original
but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Amendment by
telecopy or e-mail (including in a ".pdf" format) shall be effective as delivery
of a manually executed counterpart of this Amendment.
[signature pages follow]
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized
officer to execute and deliver this Amendment as of the date first written
above.
POLYONE CORPORATION
BY:
/s/ James N. Sloan
NAME: JAMES N. SLOAN
TITLE: VICE PRESIDENT AND TREASURER
CONEXUS, LLC
NEU SPECIALTY ENGINEERED MATERIALS, LLC
POLYMER DIAGNOSTICS, INC.
COLORMATRIX GROUP, INC.
COLORMATRIX HOLDINGS, INC.
THE COLORMATRIX CORPORATION
CHROMATICS, INC.
GSDI SPECIALTY DISPERSIONS, INC.
SILCOTEC, INC.
RUTLAND HOLDING COMPANY
RUTLAND INTERMEDIATE HOLDING COMPANY
RUTLAND PLASTICS, INC.
RUTLAND GROUP, INC.
BY:
/s/ James N. Sloan
NAME: JAMES N. SLOAN
TITLE: TREASURER
POLYONE LLC
BY:
/s/ James N. Sloan
NAME: JAMES N. SLOAN
TITLE: MANAGER
GLASFORMS, INC.
POLYONE INTERNATIONAL REAL ESTATE CORPORATION
BY:
/s/ James N. Sloan
NAME: JAMES N. SLOAN
TITLE: PRESIDENT AND ASSISTANT
TREASURER
Consented to by:
CITIBANK, N.A., as Administrative Agent
By:
/s/ Kirkwood Roland
Name: Kirkwood Roland
Title: Managing Director & Vice President
SUNTRUST BANK, as Additional Term B-4 Lender
By:
/s/ Michael Chung
Name: Michael Chung
Title: Director
EXHIBIT A
CONSENT TO AMENDMENT NO. 5
CONSENT (this "Consent") to Amendment Agreement No. 5 ("Amendment") to the
Credit Agreement, dated as of November 12, 2015 (as amended