REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFERRegistration Rights Agreement • April 11th, 2008 • Polyone Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
PolyOne Corporation, a corporation organized under the laws of the state of Ohio (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated April 7, 2008 (the “Purchase Agreement”), its 8.875% Senior Notes due 2012 (the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”). The Securities are to be issued under an indenture dated as of April 23, 2002 between the Company and The Bank of New York Trust Company N.A., as successor trustee (the “Trustee”), as supplemented by the supplemental indenture dated as of April 10, 2008 (the “Indenture”). To induce the Initial Purchaser to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchaser) (each a “Holder” and, together, the
FIRST SUPPLEMENTAL INDENTURE dated as of April 10, 2008 between POLYONE CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Successor TrusteeFirst Supplemental Indenture • April 11th, 2008 • Polyone Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) is entered into as of April 10, 2008, between PolyOne Corporation, an Ohio Corporation (the “Company”), and The Bank of New York Trust Company, N.A., as successor trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture (defined below).
