exv10w15






Exhibit 10.15




DEUTSCHE BANK TRUST COMPANY AMERICAS

60 WALL STREET

NEW YORK, NEW YORK 10005




October 20, 2008




Wellman, Inc.

1041 521 Corporate Center Drive

Fort Mill, South Carolina 29715

Attention: Chief Financial Officer

and Treasurer and Chief Accounting Officer




Re: Wellman, Inc. Credit Agreement dated as of February 27, 2008




     Reference is hereby made to that certain Credit Agreement, dated as of February 27, 2008, by
and among Wellman, Inc. (the “Funds Administrator”) and the other Borrowers party thereto,
as debtors and debtors in possession, as Borrowers, the Lenders from time to time party thereto,
Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the
“Administrative Agent”) and Collateral Agent, and the other agents signatory thereto (as
amended, restated, supplemented, or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement or, if not defined therein, in the
Johnsonville Motion (defined below).



     The undersigned Administrative Agent, on behalf of the Majority Lenders, hereby consents to
the Funds Administrator’s request that Section 9.1(i)(xv) of the Credit Agreement be amended by (A)
deleting the phrase “exit financing and” in sub clause (iii) thereof and replacing it with “exit
financing and/or”; (B) deleting the date “October 20, 2008” in sub clause (iii) thereof and
replacing it with “October 27, 2008”; and (C) deleting the date “October 20, 2008” in sub clause
(iv) thereof and replacing it with “October 27, 2008”. In addition, Administrative Agent, on
behalf of the Majority Lenders, hereby agrees that, notwithstanding Section 8.5 of the Credit
Agreement, Borrowers may consummate the sale of the Johnsonville facility as described in the
“Debtors’ Motion to (A) Approve Sales Procedures; (B) Schedule a Sale Hearing; (C) Approve the Sale
of the Assets of Wellman’s Johnsonville Facility; and (D) Approve the Assumption and Assignment of
Contracts Relating to the Johnsonville Facility” (the “Johnsonville Motion”) filed as docket number
498 in the Chapter 11 Cases; provided that at the closing of such sale the Funds Administrator pays
to the Administrative Agent for application to the outstanding Obligations an amount equal to 100%
of the Sale Proceeds (as defined in the Johnsonville Motion) less up to $5.75 million to the extent
paid to the First Lien Credit Facility Agent.



     Except as expressly provided herein with respect to Section 9.1(i)(xv) of the Credit Agreement
and the waiver with respect to Section 8.5 solely related to the Johnsonville transaction, (i) this
letter shall not be construed as a consent, waiver or other modification with respect to any term,
condition, or any other provision of the Credit Agreement or any other Loan Document, and each of
the Loan Documents shall remain in full force and effect, and (ii) neither



 









 




this letter, nor any other communication between the Administrative Agent and the Funds
Administrator or any other Borrower shall be deemed to be a waiver, modification, or release of any
Default or Event of Default, whether such Default or Event of Default arose or arises before, on or
after the date hereof and whether or not known to the Administrative Agent.




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	 	Very truly yours,



DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Administrative Agent

 	 
	 	By:  	/s/ Dusan Lazarov
 	 
	 	 	Title: Vice President 	 
	 	 	 
	 	By:  	                                         /s/ David J. Bell
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 


Acknowledged and agreed as of

this 20 day of October, 2008




WELLMAN, INC.




	 	 	 	 	 
	By:  	/s/ Keith R. Phillips
 	 
	 	Title: Chief Financial Officer