exv10w11






Exhibit 10.11




DEUTSCHE BANK TRUST COMPANY AMERICAS

60 WALL STREET

NEW YORK, NEW YORK 10005




August 28, 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 by
deleting the date “August 29, 2008” in sub clause (iv) thereof and replacing it with “September 8,
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 29, 2008 through September 8, 2008.



     Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Total
Commitments” and replacing it with the following:



          ““Total Commitments” shall mean the aggregate of the Commitments of all the Lenders, which in
the aggregate shall not exceed $170,000,000.”



Annex I of the Credit Agreement is hereby deemed modified by reducing the amount listed as the
Commitment for each Lender by 3/20ths of the amount thereof.




     Except as expressly provided herein with respect to Sections 1.1, 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/ David J. Bell
 	 
	 	 	Title: Managing Director 	 
	 
	 	By:  	                                         /s/ Dusan Lazarov
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



	 	 	 	 	 
	Acknowledged and agreed as of
this 28 day of 
August, 2008



WELLMAN, INC.

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