0000950152-04-007672 Sample Contracts

AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 27th, 2004 • Polyone Corp • Plastic materials, synth resins & nonvulcan elastomers • New York

AMENDMENT NO. 3 AND WAIVER 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.

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Amendment No. 2
Receivables Purchase Agreement • October 27th, 2004 • Polyone Corp • Plastic materials, synth resins & nonvulcan elastomers • New York

Amendment No. 2 dated as of August 5, 2004 (this “Amendment”), to the Receivables Purchase Agreement, dated as of May 6, 2003 (as amended by that certain Amendment No. 1 dated as of September 25, 2003 and as otherwise amended, supplemented or modified to the date hereof, the “Receivables Purchase Agreement”), among Polyone Funding Corporation, a Delaware corporation (the “Seller”), Polyone Corporation, an Ohio corporation (“PolyOne”), as the Servicer (as therein defined), the Purchasers (as therein defined), Citicorp USA, Inc., a Delaware corporation, as administrative agent (in such capacity, the “Agent”) for the Purchasers and the other Owners (as therein defined), Citibank, N.A., a national association, as issuing bank (the “Issuing Bank”), and National City Business Credit, Inc., an Ohio corporation, as the syndication agent. Capitalized terms used herein but not defined herein are used as defined in the Receivables Purchase Agreement.

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