exv10w10






Exhibit 10.10




DEUTSCHE BANK TRUST COMPANY AMERICAS

60 WALL STREET

NEW YORK, NEW YORK 10005




August 14, 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.



     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 as
follows: (A) by deleting the date “August 15, 2008” in sub clause (iv) thereof and replacing it
with “August 29, 2008”; (B) by deleting the date “September 26, 2008” in sub clause (v) thereof and
replacing it with “October 10, 2008; and (C) by deleting the date “October 6, 2008” in sub clause
(vii) thereof and replacing it with “October 20, 2008”. In addition, the undersigned
Administrative Agent, on behalf of the Majority Lenders, hereby consents to the Funds
Administrator’s request that the Lenders waive compliance with the minimum cumulative EBITDA
requirement set forth in Section 8.2(a) of the Credit Agreement be for the period from August 15,
2008 through August 29, 2008.



     Except as expressly provided herein with respect to Sections 8.2(a) and 9.1(i)(xv) of the
Credit Agreement, (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.



[signature page follows]





 









 








	 	 	 	 	 
	 	Very truly yours,




DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Administrative Agent

 	 
	 	By:  	/s/ Dusan Lazarov
 	 
	 	 	Title: Vice President 	 
	 	 	 	 

	 	By:  	                                         /s/ Sylvia L. Spear
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 



Acknowledged and agreed as of

this 15 day of August, 2008




	 	 	 	 
	WELLMAN, INC.

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