AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 25, 2003
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT 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.
(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 (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 2.02(a) is hereby amended by deleting the phrase "Exhibit B" in the seventh line therein and replacing
it with the phrase "Exhibit B-1";
(2) Section 2.03(a)(i) is hereby amended to (a) add the phrase "in substantially the form of Exhibit B-2"
immediately after the phrase "or telecopier or telex" in the second sentence thereof and (b) add the following
sentence at the end thereof:
"Unless otherwise precluded by the context, in this Agreement, including without limitation, Sections 2.03 and
3.02 hereof, the use of the words `issue' or `issuance' with respect to a Letter of Credit shall be deemed to
include the renewal or extension of a Letter of Credit.";
(3) Section 3.02(a) is hereby amended to (a) delete the word "and" from the end of clause (iii) thereof, (b) ad