<PAGE>


                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY



                                 AMENDMENT NO. 4


                  AMENDMENT NO. 4 dated as of December 20, 2002 to the Amended
and Restated Credit Agreement dated as of April 6, 2000, as amended by Amendment
No. 1 and Waiver dated as of October 30, 2000, Amendment No. 2 dated as of
January 26, 2001 and Amendment No. 3 dated as of March 1, 2002, and as
supplemented by two Credit Agreement Supplements dated as of August 25, 2000 and
October 31, 2000, respectively (as so amended and supplemented, and as otherwise
amended, supplemented and otherwise modified to the date hereof, the "CREDIT
AGREEMENT"), each among SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware
corporation (the "DOMESTIC BORROWER"), the Offshore Borrowers party thereto, the
banks, financial institutions and other institutional lenders party thereto (the
"LENDERS"), J.P. MORGAN SECURITIES INC., as joint lead arranger, joint
book-running manager and documentation agent, and JPMORGAN CHASE BANK (formerly
THE CHASE MANHATTAN BANK), as administrative agent (the "ADMINISTRATIVE AGENT"),
and as Offshore Currency Agent, Initial Issuing Bank and Swing Line Bank and
certain others. Capitalized terms not otherwise defined in this Amendment No. 4
have the same meanings as specified in the Credit Agreement.

                             PRELIMINARY STATEMENTS:

                  (a) The Domestic Borrower has requested that the Credit
Agreement be amended on the terms set forth below; and

                  (b) the undersigned Lenders are willing to so amend the Credit
Agreement on the terms and conditions of this Amendment No. 4;

                  NOW, THEREFORE, it is hereby agreed as follows:

                  SECTION 1. Amendments. The Credit Agreement is, effective as
of the Amendment No. 4 Effective Date (as hereinafter defined), amended as
follows:

                  (a) The recital of parties to the Credit Agreement is amended
in its entirety and replaced by the following:

                  "AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 6,
         2000, among SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware corporation
         (the "DOMESTIC BORROWER"), the Offshore Borrowers (as hereinafter
         defined), the banks, financial institutions and other institutional
         lenders listed on the signature pages hereof as the Initial Lenders
         (the "INITIAL LENDERS"), the Swing Line Lenders (as hereinafter
         defined), and J.P. MORGAN SECURITIES INC. ("J.P. MORGAN"), as sole lead
         arranger and sole book-running manager (the "LEAD ARRANGER" and the
         "BOOK MANAGER", as the case may be) for the Facilities (as hereinafter
         defined), and JPMORGAN CHASE BANK ("JPMC"), as administrative agent
         (together with any successor administrative agent appointed pursuant to
         Article VII, the "ADMINISTRATIVE AGENT") for the Lender Parties (as
         hereinafter defined), as documentation agent for the Facilities (the
         "DOCUMENTATION AGENT"), as offshore currency agent (the "OFFSHORE
         CURRENCY AGENT") for the Revolving


<PAGE>

                                       2

         Credit Lenders (as hereinafter defined), as the Initial Issuing Bank
         (the "INITIAL ISSUING BANK" and, together with the Initial Lenders, the
         "INITIAL LENDER PARTIES") and as the Domestic Swing Line Lender (as
         hereinafter defined).";

                  (b) All references to "Amendment Effective Date" contained in
the Credit Agreement are amended by adding "No. 3" immediately after the word
"Amendment";

                  (c) Other than in Section 8.01 and in the definition of "Joint
Lead Arranger" in Schedule II, all references to "the Joint Lead Arrangers"
contained in the Credit Agreement are amended by replacing them with the words
"the Lead Arranger";

                  (d) All references to "a Joint Lead Arranger" contained in the
Credit Agreement are amended by replacing the words "a Joint" with the word
"the";

                  (e) All references to "Joint Book Managers" contained in the
Credit Agreement are amended by replacing them with the words "Book Manager";

                  (f) Other than in Schedule II, all references to "Syndication
Agent" contained in the Credit Agreement are amended by replacing them with the
words "Administrative Agent and Lead Arranger";

                  (g) Clause (ii) of Section 2.01(a) is amended in its entirety
and replaced with the following:

                  "Each Lender's agreement to make advances to any Offshore
                  Borrower in US Dollars (each, an "OFFSHORE ACQUISITION
                  ADVANCE") terminated on the date which was eighteen (18)
                  months after the Initial Closing Date. No further Offshore
                  Acquisition Advances may be reborrowed under this Agreement.";

                  (h) Section 2.01(b) is amended in its entirety and replaced by
the following:

                  "Term B Advances. Immediately following the consummation of
         the Conversion, each New Term B Lender severally agrees, on the terms
         and conditions hereinafter set forth, to make a single advance (each,
         together with each Converted Term B Advance, a "TERM B ADVANCE") in an
         amount not to exceed such Lender's New Term B Commitment at such time.
         Notwithstanding anything to the contrary contained in the preceding
         sentence, each New Term B Lender shall be deemed to have satisfied its
         obligations under this Section 2.01(b) by deducting from the advances
         required to be made, an amount equal to the amount of any fee
         separately agreed with the Domestic Borrower in connection with the
         making of such Lender's New Term B Commitment. The Term B Borrowing
         shall consist of (i) the Conversion and (ii) the New Term B Advances
         made by the New Term B Lenders ratably according to their New Term B
         Commitments. The initial Term B Advance shall be made by one or more
         existing Lenders under the Facilities. Amounts borrowed under this
         Section 2.01(b) and repaid or prepaid may not be reborrowed.";

                  (i) Clause (ii) of Section 2.04(a) is amended in its entirety
and replaced with the following:


<PAGE>
                                       3

                  "As of the Amendment No. 4 Effective Date, there are no
outstanding Offshore Acquisition Advances.";

                  (j) Section 2.04(b) is amended in its entirety and replaced
with the following:

                  "The Domestic Borrower shall repay to the Administrative Agent
         for the ratable account of the Term B Lenders the aggregate outstanding
         principal amount of the Term B Advances on the last day of each fiscal
         quarter of the Domestic Borrower, commencing with the fiscal quarter
         ending March 31, 2003 and continuing through the Termination Date, in
         an amount for each quarter equal to 0.25% of the initial aggregate
         principal amount of all Term B Advances (which installment amounts
         shall be reduced as a result of the application of prepayments in
         accordance with Section 2.06) provided, however, that the final
         principal installment shall be repaid on the Termination Date and shall
         be in an amount equal to the aggregate principal amount of the Term B
         Advances outstanding on such date.";

                  (k) Section 2.05(a) is amended by (i) inserting the words ",
the Term B Commitments" immediately following the words "the Offshore
Acquisition Commitments" and (ii) deleting the parenthetical at the end of the
section;

                  (l) Clause (i)(A) of Section 2.05(b) is amended by inserting
the following immediately prior to the end thereof:

                  "The outstanding Term A Advances of each Term A Lender who has
         made a Term B Commitment, as set forth in Part 1 of Schedule I-A
         attached hereto, shall, to the extent of and in such amount equal to
         such Term B Commitment, be converted into Term B Advances (each a
         "CONVERTED TERM B ADVANCE"), to be effective upon the Amendment No. 4
         Effective Date (the "CONVERSION"). Upon the occurrence of the
         Conversion, the Term A Commitment of each Term A Lender that makes a
         Converted Term B Advance shall be automatically and permanently
         reduced, by an amount equal to the sum of such Lender's Converted Term
         B Advances";

                  (m) Clause (i)(B) of Section 2.05(b) is amended in its
entirety and replaced with the following:

                  "All the Offshore Acquisition Commitments of the Offshore
                  Acquisition Lenders have terminated.";

                  (n) Clause (ii) of Section 2.05(b) is amended in its entirety
and replaced with the following:

                  "On the Amendment No. 4 Effective Date, after giving effect to
         any Term B Borrowing on such date, and from time to time thereafter
         upon each repayment or prepayment of the Term B Advances, the aggregate
         Term B Commitments of the Term B Lenders shall be automatically and
         permanently reduced, on a pro rata basis, by an amount equal to the
         amount by which the aggregate Term B Commitments immediately prior to
         such reduction exceed the aggregate unpaid principal amount of the Term
         B Advances then outstanding.";


<PAGE>

                                       4

                  (o) Section 2.06(a) is amended by (i) inserting the number
"(i)" immediately before the words "accrued interest" and (ii) inserting the
following immediately before the semicolon following the words "aggregate
principal amount prepaid":

         ", (ii) in the case of any such prepayment of Term B Advances prior to
         the first anniversary of the Amendment No. 4 Effective Date, a premium
         of 2% of the aggregate principal amount so prepaid, and (iii) in the
         case of any such prepayment of Term B Advances on or after the first
         anniversary of the Amendment No. 4 Effective Date, but prior to the
         second anniversary of the Amendment No. 4 Effective Date, a premium of
         1% of the aggregate principal amount so prepaid"

                  (p) Clause (i) of Section 2.06(b) is amended in its entirety
and replaced with the following:

                  "Excess Cash Flow. The Domestic Borrower shall, on the 100th
         day following the end of each Fiscal Year prepay an aggregate principal
         amount of the Advances comprising part of the same Borrowings (or cause
         the applicable Offshore Borrowers to prepay Offshore Acquisition
         Advances) as follows: (A) commencing following the Domestic Borrower's
         Fiscal Year ending on December 31, 2000 through and including the
         prepayment required under Section 2.06(b)(i) in respect of the Fiscal
         Year ending December 31, 2002, in an aggregate amount equal to fifty
         percent (50%) of the amount of Excess Cash Flow for such Fiscal Year;
         provided that the aggregate amount of any prepayment of Advances
         otherwise required under this clause (A) shall not exceed the amount
         which is $1 greater than the smallest aggregate prepayment of Advances
         that would be required in order to cause the Total Debt/EBITDA Ratio as
         of the last day of the Fiscal Year in respect of which such payment is
         to be made to be equal to or less than 3.0:1 (after giving effect to
         such prepayment), and provided further that if the Total Debt/EBITDA
         Ratio as of the last day of the Fiscal Year in respect of which such
         payment is to be made is less than 3.0:1, then no such prepayment shall
         be required under this clause (A), and (B) commencing following the
         Domestic Borrower's Fiscal Year ending on December 31, 2003, if the
         Total Debt/EBITDA Ratio as of the last day of the Fiscal Year in
         respect of which such payment is to be made is equal to or greater than
         4.25:1, in an aggregate amount equal to seventy five percent (75%) of
         the amount of Excess Cash Flow for such Fiscal Year, and if the Total
         Debt/EBITDA Ratio as of the last day of the Fiscal Year in respect of
         which such payment is to be made is less than 4.25:1, in an aggregate
         amount equal to fifty percent (50%) of the amount of Excess Cash Flow
         for such Fiscal Year.";

                  (q) Clause (ii)(B) of Section 2.06(b) is amended by deleting
the reference to the figure "90%" contained therein and replacing it with the
figure "100%";

                  (r) Clause (ii)(C) of Section 2.06(b) is amended by (i)
inserting immediately after the words "sales or issuances to" in the first
parenthetical "(1) to the extent permitted by Section 5.02(g), the Domestic
Borrower or any other Loan Party, or (2)", (ii) deleting the reference to the
figure "50%" contained therein and replacing with the figure "100%", and (iii)
deleting the proviso contained at the end thereof;

                  (s) Clause (v)(A) of Section 2.06(b) is amended in its
entirety and replaced with the following:


<PAGE>

                                       5

                  "Each prepayment of Advances pursuant to subsections (i) and
         (ii) of this Section 2.06(b) (and optional prepayments of Term Advances
         pursuant to Section 2.06(a)) shall be applied (1) first, pro rata
         between the scheduled amortization installments of the Term Facilities
         until all the Term A Advances, the Amortization Amount of the Offshore
         Acquisition Advances and the Term B Advances are prepaid in full, (2)
         second, to any other outstanding Offshore Acquisition Advances until
         such Advances are prepaid in full, and (3) third, to the Revolving
         Credit Facility as set forth in clause (vi) below.";

                  (t) Clause (v)(B) of Section 2.06(b) is amended by inserting
the following immediately before the period at the end thereof:

                  "; provided, however that all proceeds of the New Term B
         Advances, net of the aggregate amount of the Transaction Costs, shall
         be applied to the prepayment of the scheduled amortization installments
         of the Remaining Term A Advances in direct order of maturity until
         either (x) all the Remaining Term A Advances are prepaid in full, or
         (y) the entire proceeds of the New Term B Advances (net of the
         aggregate amount of the Transaction Costs) have been applied to such
         prepayment";

                  (u) Section 2.14 is amended in its entirety and replaced with
the following:

                  "Use of Proceeds. (a) The proceeds of the Advances (other than
         the New Term B Advances) and issuances of Letter of Credit shall be
         available (and the Domestic Borrower and each Offshore Borrower each
         agrees that it shall use such proceeds and Letters of Credit) solely
         for general corporate purposes other than to make Investments (except
         for Investments permitted under Section 5.02(g)(ii) and (iii), (v) and
         (vi), (viii) and (ix) through (xi)).

                           (b) The proceeds of the New Term B Advances shall be
         available (and the Domestic Borrower agrees that it shall use such
         proceeds) solely to (i) pay the Transaction Costs and (ii) prepay
         Remaining Term A Advances.";

                  (v) Section 2.16(a) is amended by (i) replacing the words
"and/or an Offshore Swing Line Note" with the words ", an Offshore Swing Line
Note and/or a Term B Note" and (ii) replacing the words "and A-4" with the words
", A-4 and A-5";

                  (w) Article III is amended by adding the following new section
in proper numerical order:

                  "SECTION 3.03B Conditions Precedent to Term B Advances. The
         obligation of each Term B Lender to make a Term B Advance to the
         Domestic Borrower is subject to the occurrence of the Amendment No. 4
         Effective Date prior to or concurrently with the making of such Term B
         Advance and to the conditions set forth in Section 3.04.";

                  (x) The proviso at the end of clause (xiii) of Section 5.02(g)
is amended in its entirety and replaced with the following:

                  "provided, however, that any Investment made pursuant to this
         clause (xiii) on or after the Amendment Effective Date shall consist
         solely of Equity Interests of the Domestic Borrower and shall not
         include any assumption of Debt except to the extent that (x) at any
         time after March 31, 2003, such Debt is permitted by clauses (ii),
         (vi), (vii)


<PAGE>

                                       6

         and (viii) of Section 5.02(b) or (y) the portion of such Investment
         that consists of consideration other than Equity Interests of the
         Domestic Borrower (including assumed Debt) does not exceed in the
         aggregate $2,500,000 in respect of Investments made after the Amendment
         No. 4 Effective Date.";

                  (y) Section 5.03(c) is amended by (i) deleting the number
"(i)" at the beginning thereof, (ii) replacing the letters "(A)", "(B)" and "C"
in clause (i) thereof with the numbers "(i)", "(ii)" and "(iii)" respectively,
and (iii) deleting clause (ii) thereof in its entirety;

                  (z) Section 5.04 is amended by deleting subsections (a)
through (e) thereof and replacing them with the following:

                  "(a) Total Debt/EBITDA. Maintain at the end of each fiscal
         quarter of the Domestic Borrower a Total Debt/EBITDA Ratio of not more
         than the amount set forth below for each period set forth below:

<TABLE>
<CAPTION>

                             DURING QUARTER ENDING                  RATIO
                             ---------------------                  -----
<S>                                                                 <C>
                             December 31, 2002                      6.00:1
                             March 31, 2003                         6.00:1
                             June 30, 2003                          6.00:1
                             September 30, 2003                     6.00:1
                             December 31, 2003                      5.75:1
                             March 31, 2004                         5.75:1
                             June 30, 2004                          5.50:1
                             September 30, 2004                     5.25:1
                             December 31, 2004                      5.00:1
                             March 31, 2005                         5.00:1
                             June 30, 2005                          4.75:1
                             September 30, 2005                     4.50:1
                             December 31, 2005                      4.50:1
                             March 31, 2006                         4.25:1
                             June 30, 2006                          4.00:1
                                and thereafter
</TABLE>


                  (b) Senior Debt/EBITDA Ratio. Maintain at the end of each
         fiscal quarter of the Domestic Borrower a Senior Debt/EBITDA Ratio of
         not more than the amount set forth below for each period set forth
         below:

<TABLE>
<CAPTION>


                             DURING QUARTER ENDING                  RATIO
                             ---------------------                  -----
<S>                                                                 <C>



</TABLE>

<PAGE>

                                       7

<TABLE>

                             <S>                                    <C>
                             December 31, 2002                      2.25:1
                             March 31, 2003                         2.25:1
                             June 30, 2003                          2.25:1
                             September 30, 2003                     2.25:1
                             December 31, 2003                      2.00:1
                             March 31, 2004                         2.00:1
                             June 30, 2004                          2.00:1
                             September 30, 2004                     1.75:1
                             December 31, 2004                      1.75:1
                             March 31, 2005                         1.75:1
                             June 30, 2005                          1.50:1
                             September 30, 2005                     1.50:1
                             December 31, 2005                      1.50:1
                             March 31, 2006                         1.50:1
                             June 30, 2006                          1.25:1
                             and thereafter

</TABLE>

                  (c) Asset Coverage Ratio.  Maintain at the end of each fiscal
         quarter of the Domestic Borrower ending on or after the Amendment No. 4
         Effective Date an Asset Coverage Ratio equal to or greater than 1.25:1.

                  (d) Interest Coverage Ratio.  Maintain at the end of each
         fiscal quarter of the Domestic Borrower an Interest Coverage Ratio of
         not less than the amount set forth below for each period set forth
         below:

<TABLE>
<CAPTION>

                             DURING QUARTER ENDING                  RATIO
                             ---------------------                  -----
<S>                                                                 <C>
                             December 31, 2002                      1.65:1
                             March 31, 2003                         1.65:1
                             June 30, 2003                          1.65:1
                             September 30, 2003                     1.65:1
                             December 31, 2003                      1.65:1
                             March 31, 2004                         1.65:1
                             June 30, 2004                          1.70:1
                             September 30, 2004                     1.75:1
                             December 31, 2004                      1.75:1
                             March 31, 2005                         1.75:1
                             June 30, 2005                          1.85:1
                             September 30, 2005                     1.95:1
                             December 31, 2005                      2.00:1
                             March 31, 2006                         2.00:1
                             June 30, 2006                          2.25:1
                             September 30, 2006                     2.25:1
                             December 31, 2006                      2.25:1
                             March 31, 2007                         2.50:1
                                and thereafter

</TABLE>

<PAGE>

                                       8


                  (aa) Section 7.03 is amended in its entirety and replaced by
the following:

                  "SECTION 7.03. J.P. Morgan, JPMC and Affiliates. With respect
         to its Commitments or the Commitments of its Affiliates, the Advances
         made by it or the Advances made by its Affiliates and the Notes issued
         to it or to its Affiliates, J.P. Morgan and JPMC and their Affiliates
         shall have the same rights and powers under the Loan Documents as any
         other Lender Party and may exercise the same as though it or its
         Affiliate were not an Agent; and the term "Lender Party" or "Lender
         Parties" shall, unless otherwise expressly indicated, include JPMC and
         J.P. Morgan in their respective individual capacities. JPMC and J.P.
         Morgan and their respective Affiliates may accept deposits from, lend
         money to, act as trustee under indentures of, accept investment banking
         engagements from and generally engage in any kind of business with, any
         Loan Party, any of its Subsidiaries and any Person that may do business
         with or own securities of any Loan Party or any such Subsidiary, all as
         if J.P. Morgan and JPMC were not Agents and without any duty to account
         therefor to the Lender Parties.";

                  (bb) Section 8.02 is amended in its entirety and replaced by
the following:

                  "SECTION 8.02. Notices, Etc. All notices and other
         communications provided for hereunder shall be in writing (including
         telegraphic, telecopy or telex communication) and mailed, telegraphed,
         telecopied, telexed or delivered, if to the Domestic Borrower, at its
         address at 225 West Washington Street, Suite 2200, Chicago, IL 60606,
         Telecopy Number: (312) 419-4034, Attention: Terry Smith; if to an
         Offshore Borrower or any other Loan Party, to it c/o the Domestic
         Borrower with a copy to the address provided on Schedule I to the
         Credit Agreement Supplement executed and delivered by such Offshore
         Borrower; if to any Initial Lender Party, at its Domestic Lending
         Office specified opposite its name on Schedule I hereto; if to any
         other Lender Party (other than any Offshore Swing Line Lender), at its
         Domestic Lending Office specified in the Assignment and Acceptance
         pursuant to which it became a Lender Party; if to any Offshore Swing
         Line Lender, to the Offshore Currency Agent, with a copy to the notice
         address specified in the Joinder Agreement pursuant to which it became
         an Offshore Swing Line Lender; if to JPMC, in its capacity as the
         Administrative Agent, Documentation Agent or Offshore Currency Agent,
         at its address at 270 Park Avenue, 4th Floor, New York, New York 10017,
         Telecopy Number: (212) 270-4584, Attention: Lawrence Palumbo; if to
         J.P. Morgan in its capacity as a Lead Arranger or Book Manager, at its
         address at 270 Park Avenue, 4th Floor, New York, New York 10017,
         Telecopy Number: (212) 270-4584, Attention: Lawrence Palumbo; or, as to
         the Domestic Borrower or the Administrative Agent, at such other
         address as shall be designated by such party in a written notice to the
         other parties and, as to each other party, at such other address as
         shall be designated by such party in a written notice to the Domestic
         Borrower and the Administrative Agent. All such notices and other
         communications shall, when mailed, telegraphed, telecopied or telexed,
         be effective when deposited in the mails, delivered to the telegraph
         company, transmitted by telecopier or confirmed by telex answerback,
         respectively, except that notices and communications to any Agent
         pursuant to Article II, III or VII shall not be effective until
         received by such Agent. Delivery by telecopier of an executed
         counterpart of any amendment or waiver of any provision of this
         Agreement or the Notes or of any Exhibit hereto to be executed and
         delivered hereunder shall be effective as delivery of an original
         executed counterpart thereof.";


<PAGE>


                                       9

                  (cc) Section 8.07(e) is amended by deleting the words "or A-4"
and replacing them with the words ", A-4 or A-5";

                  (dd) Sections 8.12, 8.13, 8.14, 8.15 and 8.16 are amended by
being renumbered as Sections 8.13, 8.14, 8.15, 8.16 and 8.17, respectively, and
all cross references to Sections 8.12, 8.13, 8.14, 8.15, and 8.16 contained in
the Credit Agreement are amended by replacing them with references to Sections
8.13, 8.14, 8.15, 8.16 and 8.17, respectively;

                  (ee) A new Section 8.12 is inserted in proper numerical order
as follows:

                  "SECTION 8.12.  Term B Amendments.  (a) The provisions of
         Section 8.01(b) shall apply to any amendment, waiver or consent that
         directly affects any Lender that has a commitment under the Term B
         Facility;

                  (b) no amendment, waiver or consent shall, unless in writing
         and signed by Lenders holding more than 50% of the aggregate
         Commitments under the Term B Facility, change the order of application
         of any reduction in the Commitments or any prepayment of Advances among
         the Term A Facility, the Offshore Acquisition Facility and the Term B
         Facility from the application thereof set forth in the applicable
         provisions of Section 2.06(b)(v) in any manner that materially affects
         the Lenders under the Term B Facility or require the permanent
         reduction of the Revolving Credit Facility at any time when all or a
         portion of the Term B Facility remains in effect;

                  (c) no amendment, waiver or consent shall, unless in writing
         and signed by all of the Term B Lenders, amend this Section 8.12.";

                  (ff) The Credit Agreement is amended by inserting Schedule
I-A - Term B Commitments, attached hereto as Schedule I-A, in proper numerical
order;

                  (gg) Schedule II is amended by adding the following new
definitions in proper alphabetical order:

                  " "AMENDMENT NO. 4" means Amendment No. 4 to the Credit
         Agreement dated as of December 20, 2002, among the Domestic Borrower,
         the Offshore Borrowers, the Lender Parties party thereto and the
         Administrative Agent.

                  "AMENDMENT NO. 4 EFFECTIVE DATE" has the meaning specified in
         Section 3 of Amendment No. 4.

                  "ASSET COVERAGE RATIO" means, at any date of determination,
         the ratio of (a) the sum of (i) all inventory in all of its forms, (ii)
         all accounts receivable, (iii) all real property (including leasehold
         interests and fixtures), and (iv) all equipment in all of its forms, in
         each case of Domestic Borrower and its Subsidiaries on a consolidated
         basis as of such date, to (b) the aggregate outstanding amount of all
         Advances under the Facilities as of such date (after giving effect to
         all Borrowings, payments or prepayments of Advances made on such date).

                  "CONVERSION" has the meaning specified in Section 2.05(b).

                  "CONVERTED TERM B ADVANCE" has the meaning specified in
         Section 2.05(b).

<PAGE>

                                       10

                  "CONVERTED TERM B COMMITMENT" means that portion of each Term
         B Lender's Term B Commitment that consists of Converted Term B
         Advances.

                  "NEW TERM B ADVANCE" means that portion of the Term B Advances
         that are not Converted Term B Advances.

                  "NEW TERM B LENDERS" means those Term B Lenders that have New
         Term B Commitments.

                  "NEW TERM B COMMITMENT" means those Term B Commitments that
         are not Converted Term B Commitments.

                  "REMAINING TERM A ADVANCES" means those Term A Advances that
         are not converted to Term B Advances pursuant to the Conversion.

                  "TRANSACTION COSTS" means the aggregate amount (which amount
         shall in no event exceed $4,000,000 in the aggregate) of fees,
         expenses, discounts or costs reasonably incurred in connection with the
         negotiation, execution, delivery and consummation of Amendment No. 4
         and with the other instruments and documents to be delivered in
         connection with Amendment No. 4.: provided however that the aggregate
         amount of Transaction Costs shall be reduced by an amount equal to the
         sum of any amounts deducted from the advances required to be made by
         New Term B Lenders, pursuant to Section 2.01(b).";

                  (hh) The definition of "Agents" in Schedule II is amended by
(i) inserting the word "and" immediately prior to the words "the Documentation
Agent" and (ii) deleting the words "and the Syndication Agent";

                  (ii) The definition of "Facility" in Schedule II is amended by
inserting the words "Term B Facility," immediately after the words "Offshore
Acquisition Facility,";

                  (jj) The definition of "Information Memorandum" in Schedule II
is amended by inserting the words "and Merrill Lynch, Pierce, Fenner & Smith
Incorporated" immediately following the word "Arranger" at each place it appears
therein;

                  (kk) The definition of "Lenders" in Schedule II is amended by
deleting the words "pursuant to Section 8.07";

                  (ll) The definition of "Loan Documents" in Schedule II is
amended by inserting the phrase ", in each case as amended," immediately after
the word "means";

                  (mm) The definition of "Material  Adverse  Change" in
Schedule II is amended by deleting the phrase "since  September 30, 1999"
therefrom;

                  (nn) The definition of "Termination Date" in Schedule II is
amended by (i) deleting the word "and" immediately prior to the number "(iii)"
and replacing it with a comma, and (ii) inserting the following immediately
before the period at the end thereof "and (iv) for the purposes of the Term B
Facility, December 31, 2007";


<PAGE>

                                       11


                  (oo) The following definitions in Schedule II are amended in
their entirety and replaced as follows:

                  " "APPLICABLE MARGIN" means a percentage per annum as set
         forth below:

<TABLE>
<CAPTION>

                 TERM A AND REVOLVING CREDIT FACILITIES                        TERM B FACILITY
              -------------------------------------------          -------------------------------------------
              EURODOLLAR MARGIN          BASE RATE MARGIN          EURODOLLAR MARGIN          BASE RATE MARGIN
              -----------------          ----------------          -----------------          ----------------
<S>                                      <C>                       <C>                        <C>
                    3.75%                      2.75%                     4.50%                     3.50 %

</TABLE>



                  For purposes of this definition, the Swing Line Advances are
         extended pursuant to subfacilities of the Revolving Credit Facility.";

                  "JOINT LEAD ARRANGER" means the Lead Arranger.

                  "TERM ADVANCE" means a Term A Advance, an Offshore Acquisition
         Advance or a Term B Advance.

                  "TERM B ADVANCE" has the meaning specified in Section 2.01(b).

                  "TERM B BORROWING" means a borrowing consisting of
         simultaneous Term B Advances of the same Type made by the Term B
         Lenders.

                  "TERM B COMMITMENT" means, with respect to any Term B Lender
         at any time, the amount set forth opposite such Lender's name on
         Schedule I-A hereto under the caption "Term B Commitment" or, if such
         Lender has entered into one or more Assignment and Acceptances, set for
         such Lender in the Register maintained by the Administrative Agent
         pursuant to Section 8.07(d) as such Lender's "Term B Commitment", as
         such amount may be reduced at or prior to such time pursuant to Section
         2.05.

                  "TERM B FACILITY" means, at any time, the aggregate amount of
         the Term B Lenders' Term B Commitments at such time. As of the date
         hereof, the Term B Facility is equal to $47,500,000.

                  "TERM B LENDER" means any Lender that has a Term B Commitment.

                  "TERM B NOTE" means a promissory note of the Domestic Borrower
         payable to the order of any Term B Lender, in substantially the form of
         Exhibit A-5 attached hereto, evidencing the indebtedness of the
         Domestic Borrower to such Lender resulting from the Term B Advances
         made by such Lender, as amended.

                  "TERM BORROWING" means any Term A Borrowing, Offshore
         Acquisition Borrowing or Term B Borrowing.

                  "TERM COMMITMENT" means any Term A Commitment, Offshore
         Acquisition Commitment, or Term B Commitment.

                  "TERM FACILITY" means the Term A Facility, the Offshore
         Acquisition Facility or the Term B Facility.

                  "TERM LENDER" means any Term A Lender, Offshore Acquisition
         Lender or Term B Lender.

                  "TERM NOTE" means any Term A Note, Offshore Acquisition Note
         or Term B Note.";

<PAGE>

                                       12


                  (pp) Schedule II is amended by deleting the definition
"Syndication Agent" in its entirety;

                  (qq) Schedule II is amended by moving the definitions of "Lead
Arranger" and "Book Manager" to their proper alphabetical position; and

                  (rr) The Credit Agreement is amended by inserting Exhibit
A-5 - Form of Term B Note, attached hereto as Exhibit A, in proper numerical
order;

                  SECTION 2. Conditions of  Effectiveness.  This Amendment No. 4
shall become effective as of the date first above written (but in no event shall
such date occur after January 2, 2003) (the "AMENDMENT NO. 4 EFFECTIVE DATE")
when, and only when,

                  (a) the Administrative Agent shall have received the following
in form and substance satisfactory to the Administrative Agent and in sufficient
copies for each Lender Party:

                  (i)      counterparts of this Amendment No. 4 executed by the
                           undersigned and each Required Lender;

                  (ii)     the Consent attached hereto, executed by each
                           Subsidiary Guarantor;

                  (iii)    a certificate of the Domestic Borrower and each
                           Domestic Subsidiary Guarantor, signed on behalf of
                           each such Loan Party by a Responsible Officer, dated
                           the Amendment No. 4 Effective Date (the statements
                           made in which certificate shall be true on and as of
                           the Amendment No. 4 Effective Date), certifying as to

                                    (A) an attached true, complete and correct
                           copy of a certificate of the Secretary of State of
                           the jurisdiction of each such Loan Party, dated
                           reasonably near the Amendment No. 4 Effective Date,
                           certifying (A) as to a true and correct copy of the
                           charter of such Loan Party and each amendment thereto
                           on file in such Secretary of State's Office and (B)
                           that such amendments are the only amendments to such
                           Loan Party's charter on file in such Secretary of
                           State's Office,

                                    (B) an  attached, true, correct and complete
                           copy of the bylaws of such Loan Party as in effect on
                           the date on which the resolutions referred to in
                           Section 2(a)(iii)(C) were adopted and on the
                           Amendment No. 4 Effective Date,

                                    (C) an attached, true, correct and complete
                           copy of the resolutions of the Board of Directors of
                           such Loan Party authorizing the execution, delivery
                           and performance by such Loan Party of each of the
                           foregoing Loan Documents to which it is a party,

                                    (D) the due incorporation and good standing
                           or valid existence of such Loan Party as a
                           corporation organized under the laws of the
                           jurisdiction of its incorporation, and the absence of
                           any proceeding for the dissolution or liquidation of
                           such Loan Party,

<PAGE>

                                       13

                                    (E) the names and true signatures of the
                           officers of such Loan Party authorized to sign each
                           Loan Document to which it is or is to be a party,

                                    (F) the truth in all material respects of
                           the representations and warranties contained in the
                           Loan Documents as though made on and as of the
                           Amendment No. 4 Effective Date, and

                                    (G) the absence of any event occurring and
                           continuing, or resulting from the making of such Term
                           B Advance, that constitutes a Default;

                  (iv)     a Notice of Borrowing relating to such Term B
                           Advance;

                  (v)      a favorable opinion of Fried, Frank, Harris, Shriver
                           & Jacobson, counsel for the Loan Parties as to the
                           valid existence and good standing of the New York and
                           Delaware Loan Parties, their due power and authority
                           to execute this Amendment No. 4, and this Amendment
                           No. 4 representing the legal, valid, and binding
                           obligation of the Domestic Borrower (it being
                           acknowledged and agreed that these opinions will be
                           subject to customary assumptions and limitations),
                           and as to such additional matters as may arise and be
                           reasonably requested by the Administrative Agent;

                  (vi)     6-year pro forma consolidated and consolidating
                           projections, including pro forma income statements,
                           cash flow statements and balance sheets, as well as a
                           balance sheet as of September 30, 2002, after giving
                           pro forma effect to Amendment No. 4; and

                  (vii)    a certificate from the chief financial officer of the
                           Domestic Borrower with respect to the solvency (on a
                           consolidated basis) of the Domestic Borrower and its
                           Subsidiaries both immediately before and immediately
                           after the consummation of the transactions to occur
                           with the making of such Term B Advance;

                  and

                  (b)      the following events shall have occurred:

                  (i)      the conditions set forth in Section 2(a) above have
                           been satisfied;

                  (ii)     the Total Term B Commitment shall be equal to or
                           greater than $30 million;

                  (iii)    on the date of such Term B Advance, after giving
                           effect to Amendment No. 4:

                                    (A) Consolidated EBITDA of the Domestic
                           Borrower for the twelve month period ended September
                           30, 2002 calculated on a pro forma basis after giving
                           effect to such Term B Advance, shall not be less than
                           $41 million;


<PAGE>

                                       14

                                    (B) the ratio of Consolidated total Debt for
                           Borrowed Money of the Domestic Borrower and its
                           Subsidiaries as of September 30, 2002, to
                           Consolidated EBITDA ended September 30, 2002,
                           calculated on a pro forma basis after giving effect
                           to such Term B Advance, shall be equal to or less
                           than 5.75:1;

                                    (C) the ratio of the sum of (1) Consolidated
                           total Debt for Borrowed Money of the Domestic
                           Borrower and its Subsidiaries less (2) Subordinated
                           Debt, in each case as of September 30, 2002, to
                           Consolidated EBITDA ended September 30, 2002,
                           calculated on a pro forma basis after giving effect
                           to such Term B Advance, shall be equal to or less
                           than 2.15:1;

                                    (D) neither Moody's nor Standard & Poor's
                           shall have lowered its credit rating or outlook for
                           the Facility, or any other obligations of the
                           Domestic Borrower, from ratings in effect on
                           September 30, 2002;

                  (iv)     there shall not have occurred or become known any
                           Material Adverse Change since December 31, 2001; and

                  (v)      the payment to the Administrative Agent of all
                           accrued and unpaid fees, costs and expenses of the
                           Administrative Agent including, without limitation,
                           the accrued and unpaid fees and expenses of counsel
                           to the Administrative Agent and Lead Arranger, and
                           the fees, costs and expenses payable pursuant to
                           Section 4 below.

                  SECTION 3. Effect on Credit Agreement. (a) On and after the
effectiveness of this Amendment No. 4, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment No. 4. The execution, delivery
and effectiveness of this Amendment No. 4 shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender
or the Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.

                  (b) Each party hereto hereby acknowledges and consents to the
amendment to the Credit Agreement and the terms and provisions thereof on the
terms set forth in this Amendment No. 4. Each party hereto hereby reaffirms the
covenants and agreements contained in each Loan Document and confirms that each
Loan Document, as specifically amended by Amendment No. 4 in the case of the
Credit Agreement, is and shall continue to be in full force and effect and the
same are hereby ratified and confirmed in all respects, except that upon the
effectiveness of this Agreement, all references contained therein to the "Credit
Agreement" shall mean the Credit Agreement as amended by Amendment No. 4.

                  SECTION 4. Payment of Fees. The Domestic Borrower agrees to
pay on demand all reasonable fees, costs and expenses (including, without
limitation, as separately agreed to in writing) of the Administrative Agent in
connection with the preparation, execution,

<PAGE>
                                       15


                  SECTION 5. delivery and administration, modification and
amendment of this Amendment No. 4 and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with the terms
of Section 8.04 of the Credit Agreement.

                  SECTION 6. Execution in Counterparts. This Amendment No. 4 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
Amendment No. 4 by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment No. 4.

                  SECTION 7. Governing Law. This Amendment No. 4 shall be
governed by, and  construed in  accordance  with,  the laws of the State of
New York.



<PAGE>




                  IN WITNESS WHEREOF, the undersigned have caused this Amendment
No. 4 to be executed and delivered by their duly authorized officer as of the
date first above written.


Domestic Borrower:            SOVEREIGN SPECIALTY CHEMICALS, INC.


                              By  /s/ Terry D. Smith
                                ------------------------------------------
                                 Name: Terry D. Smith
                                 Title: Vice President


Offshore Borrowers:           SOVEREIGN SPECIALTY CHEMICALS LIMITED


                              By  /s/ Louis M. Pace
                                ------------------------------------------
                                 Name:  Louis M. Pace
                                 Title:  Director


                              SOVEREIGN SPECIALTY CHEMICALS (S) PTE. LTD.


                              By: /s/ Louis M. Pace
                                ------------------------------------------
                                 Name: Louis M. Pace
                                 Title:  Director


<PAGE>


Agreed as of the date first above written:



J.P. MORGAN SECURITIES INC.,
     as Lead Arranger


By:
    ------------------------------------------
    Name:
    Title:





JPMORGAN CHASE BANK,
     as Administrative Agent and as a Lender


By: /s/ Lawrence Palumbo, Jr.
    ------------------------------------------
    Name:  Lawrence Palumbo, Jr.
    Title:  Vice President



BLACK DIAMOND INTERNATIONAL FUNDING, LTD



By: /s/ Alan Corkish
    ------------------------------------------
    Name:  Alan Corkish
    Title:  Director



BLACK DIAMOND CLO 1998-1 LTD.



By: /s/ Alan Corkish
    ------------------------------------------
    Name:  Alan Corkish
    Title:  Director



BLACK DIAMOND CLO 2000-1 LTD.



By: /s/ Alan Corkish
    ------------------------------------------
    Name:  Alan Corkish
    Title:  Director



<PAGE>

THE BANK OF NOVA SCOTIA


By: /s/ Mara Sparrow
    ------------------------------------------
    Name:  Mara Sparow
    Title:  Director



MERRILL LYNCH CAPITAL CORPORATION


By: /s/ Lawrence Temlock
    ------------------------------------------
    Name:  Lawrence Temlock
    Title:  Vice President



NATIONAL CITY BANK


By: /s/ Dexter L. James
    ------------------------------------------
    Name:  Dexter L. James
    Title:



TRS 1 LLC


By: /s/ Rosemary F. Dunne
    ------------------------------------------
    Name:  Rosemary F. Dunne
    Title:  Attorney-in-Fact



GENERAL ELECTRIC CAPITAL CORPORATION


By: /s/ Robert M. Kadlick
    ------------------------------------------
    Name:  Robert M. Kadlick
    Title:  Duly Authorized Signatory



<PAGE>


                                  Schedule I-A

                       [Schedule I-A - Term B Commitments]





<PAGE>



                                    EXHIBIT A

                       [Exhibit A-5 - Form of Term B Note]