0001193125-08-012440 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 25th, 2008 • Omnova Solutions Inc • Fabricated rubber products, nec • Illinois

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 28, 2007 is by and among OMNOVA Solutions Inc., an Ohio corporation (“Borrower”), the financial institutions party to this Amendment, as Lenders, and JPMorgan Chase Bank, N.A., as Agent for the Lenders. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).

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DEFERRED STOCK AGREEMENT OMNOVA SOLUTIONS INC.
Deferred Stock Agreement • January 25th, 2008 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio

AGREEMENT, made in Fairlawn, Ohio as of , (the “Date of Grant”) between OMNOVA Solutions Inc., an Ohio corporation (“Company”) and the undersigned nonemployee director of the Company (“Director”).

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