AMENDMENT NO. 4 TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of July 26, 2005
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “
Amendment ”) 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,
Amendment No. 2 dated as of September 25, 2003 and Amendment No. 3 and Waiver dated as of August 5,
2004 (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 5.03(a) is hereby amended and restated in its entirety to read as follows:
(a) Interest Coverage Ratio . Maintain an Interest Coverage Ratio during each fiscal quarter set forth
below of not less than the ratio set opposite such fiscal period:
(2) Section 5.03(b) is hereby amended and restated in its entirety to read as follows:
(b) Borrowed Debt/Adjusted EBITDA Ratio . Maintain a Borrowed Debt/Adjusted EBITDA Ratio
during each fiscal quarter set forth below of not more than the ratio set opposite such fiscal period:
SECTION 2. Condit