EXHIBIT 10.2
LETTER WAIVER
Dated as of June 29, 2005
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders")
parties to the Credit Agreement referred to below
and to Citicorp USA, Inc., as agent
(the "Administrative Agent") for the Lenders
Ladies and Gentlemen:
We refer to the 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 Amended and Restated Credit Agreement, as so
amended, the "Credit Agreement") among the undersigned and you. Capitalized
terms not otherwise defined in this Letter Waiver have the same meanings as
specified in the Credit Agreement.
The Borrower has requested, and subject to the terms and conditions
hereinafter set forth, the Required Lenders hereby agree, to waive the
requirements under (i) Section 5.03(a) of the Credit Agreement that the Borrower
maintain an Interest Coverage Ratio of not less than 2.50:1 and (ii) Section
5.03(b) of the Credit Agreement that the Borrower maintain a Borrowed
Debt/Adjusted EBITDA Ratio of not more than 4.50:1, in each case solely in
respect of the fiscal quarter commencing on April 1, 2005 through June 30, 2005
and in each case for all purposes under the Credit Agreement and the other Loan
Documents.
This Letter Waiver shall become effective as of the date first above
written when, and only when, the Administrative Agent shall have received
counterparts of this Letter Waiver executed by us and the Required Lenders or,
as to any of the Lenders, advice satisfactory to the Administrative Agent that
such Lender has executed this Letter Waiver. This Letter Waiver is subject to
the provisions of Section 8.01 of the Credit Agreement.
The Credit Agreement and each of the other Loan Documents, except to
the extent of the waiver specifically provided herein, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this Letter Waiver shall
not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents, except, in each case, to the extent
expressly provided herein.
If you agree to the terms and provisions of this Letter Waiver,
please evidence such agreement by executing and returning two counterparts of
this Letter Waiver to Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
XX 00000 Attention: Xxxxx Xxxxxxxx (Fax: 000-000-0000).
This Letter Waiver may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Waiver by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in accordance
with, the laws of the State of New York.
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Very truly yours,
POLYONE CORPORATION
By ___________________________
Title:
Agreed as of the date first above written:
CITICORP USA, INC.,
as Administrative Agent and as Lender
By _______________________________________
Title:
NATIONAL CITY BANK,
as Issuing Bank and as Lender
By _______________________________________
Title:
NATIONAL CITY BUSINESS CREDIT, INC.,
as Lender
By _______________________________________
Title:
KEYBANK NATIONAL ASSOCIATION, as Lender
By _______________________________________
Title:
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