<PAGE>

                                                                  EXECUTION COPY

                                                                 EXHIBIT 4(a)(1)

================================================================================

                                CREDIT AGREEMENT

                                      AMONG

                               WELLMAN, INC., AND
                        THE OTHER BORROWERS NAMED HEREIN

                                  AS BORROWERS,

                                      WITH

                                 WELLMAN, INC.,

                             AS FUNDS ADMINISTRATOR,

                          THE LENDERS SIGNATORY HERETO
                               FROM TIME TO TIME,

                                   AS LENDERS,

                                       AND

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

                         DEUTSCHE BANK SECURITIES INC.,

                         AS LEAD ARRANGER AND BOOKRUNNER

                              JP MORGAN CHASE BANK,

                              AS SYNDICATION AGENT

                      GENERAL ELECTRIC CAPITAL CORPORATION,

                          LASALLE BUSINESS CREDIT, LLC,

                           AS CO-DOCUMENTATION AGENTS

                          DATED AS OF FEBRUARY 10, 2004

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
ARTICLE 1         DEFINITIONS....................................................................................     2

         1.1      General Definitions............................................................................     2
         1.2      Accounting Terms and Determinations............................................................    35
         1.3      Other Interpretive Provisions..................................................................    36

ARTICLE 2         LOANS..........................................................................................    36

         2.1      Commitments; Delivery of Notes.................................................................    36
         2.2      Borrowing Mechanics; Interim Advances..........................................................    37
         2.3      Settlements Among the Agents and the Lenders...................................................    39
         2.4      Mandatory Payment; Mandatory Reduction of Commitments..........................................    41
         2.5      Payments and Computations......................................................................    42
         2.6      Maintenance of Account.........................................................................    43
         2.7      Statement of Account...........................................................................    44
         2.8      Withholding and Other Taxes....................................................................    44
         2.9      Affected Lenders...............................................................................    47
         2.10     Sharing of Payments............................................................................    48

ARTICLE 3         LETTERS OF CREDIT..............................................................................    49

         3.1      Issuance of Letters of Credit..................................................................    49
         3.2      Procedure for Issuance.........................................................................    50
         3.3      Terms of Letters of Credit.....................................................................    51
         3.4      Lenders' Participation.........................................................................    51
         3.5      Maturity of Drawings; Interest Thereon.........................................................    52
         3.6      Payment of Amounts Drawn Under Letters of Credit; Funding of L/C Participations................    52
         3.7      Nature of Issuing Bank's Duties................................................................    53
         3.8      Obligations Absolute...........................................................................    54

ARTICLE 4         INTEREST, FEES AND EXPENSES....................................................................    55

         4.1      Interest on LIBOR Rate Loans...................................................................    55
         4.2      Interest on Prime Rate Loans...................................................................    55
         4.3      Notice of Continuation and Notice of Conversion................................................    56
         4.4      Interest After Event of Default................................................................    58
         4.5      Unused Line Fees...............................................................................    58
         4.6      Letter of Credit Fees..........................................................................    58
         4.7      Reimbursement of Expenses......................................................................    59
         4.8      Authorization to Charge Borrowers' Accounts....................................................    59
         4.9      Indemnification in Certain Events..............................................................    59
         4.10     Calculations and Determinations................................................................    60
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
ARTICLE 5         CONDITIONS PRECEDENT...........................................................................    60

         5.1      Conditions to Initial Credit Event.............................................................    60
         5.2      Conditions to Each Credit Event................................................................    62

ARTICLE 6         REPRESENTATIONS AND WARRANTIES.................................................................    62

         6.1      Organization and Qualification.................................................................    62
         6.2      Solvency.......................................................................................    63
         6.3      Rights in Collateral; Priority of Liens........................................................    63
         6.4      Company Power and Authority....................................................................    63
         6.5      No Violation...................................................................................    63
         6.6      Consents.......................................................................................    63
         6.7      Financial Data.................................................................................    64
         6.8      Locations of Officers, Records and Inventory...................................................    64
         6.9      Fictitious Business Names......................................................................    64
         6.10     Subsidiaries...................................................................................    64
         6.11     No Judgments or Litigation.....................................................................    65
         6.12     Environmental Matters..........................................................................    65
         6.13     Labor Matters..................................................................................    66
         6.14     Compliance with Law............................................................................    66
         6.15     ERISA..........................................................................................    66
         6.16     Intellectual Property..........................................................................    67
         6.17     Licenses and Permits...........................................................................    67
         6.18     Title to Property..............................................................................    68
         6.19     Governmental Regulations.......................................................................    68
         6.20     Borrowers' Taxes and Tax Returns...............................................................    68
         6.21     Status of Accounts.............................................................................    69
         6.22     Material Contracts and Restrictions............................................................    69
         6.23     Affiliate Transactions.........................................................................    69
         6.24     Accuracy and Completeness of Information.......................................................    69
         6.25     Recording Taxes and Fees.......................................................................    70
         6.26     No Adverse Change or Event.....................................................................    70
         6.27     Perfection Certificates........................................................................    70
         6.28     Representations and Warranties in Documents....................................................    70
         6.29     Indebtedness...................................................................................    71
         6.30     Transactions...................................................................................    71
         6.31     Insurance......................................................................................    71
         6.32     Use of Proceeds; Margin Stock, Etc.............................................................    71
         6.33     Anti-Terrorism Law.............................................................................    71
         6.34     Accounts.......................................................................................    72

ARTICLE 7         AFFIRMATIVE COVENANTS..........................................................................    73

         7.1      Financial Information..........................................................................    73
         7.2      Certain Collateral.............................................................................    75
         7.3      Corporate Existence and Compliance with Laws...................................................    75
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         7.4      ERISA..........................................................................................    76
         7.5      Books and Records..............................................................................    76
         7.6      Collateral Records.............................................................................    77
         7.7      Security Interests.............................................................................    77
         7.8      Insurance; Casualty Loss.......................................................................    77
         7.9      Borrower's Taxes...............................................................................    78
         7.10     Environmental Matters..........................................................................    79
         7.11     Use of Proceeds................................................................................    79
         7.12     Fiscal Year....................................................................................    79
         7.13     Notification of Certain Events.................................................................    79
         7.14     Intellectual Property..........................................................................    80
         7.15     Maintenance of Property........................................................................    80
         7.16     Further Assurances.............................................................................    80
         7.17     Annual Meetings with Lenders...................................................................    80
         7.18     Interest Rate Protection.......................................................................    81
         7.19     Additional Security............................................................................    81

ARTICLE 8         NEGATIVE COVENANTS.............................................................................    82

         8.1      Minimum Consolidated Fixed Charge Coverage Ratio...............................................    82
         8.2      Capital Expenditures...........................................................................    82
         8.3      No Additional Indebtedness.....................................................................    83
         8.4      No Liens; Judgments............................................................................    85
         8.5      No Sale of Assets..............................................................................    87
         8.6      No Corporate Changes...........................................................................    87
         8.7      No Guaranties..................................................................................    87
         8.8      No Restricted Payments.........................................................................    88
         8.9      No Investments.................................................................................    88
         8.10     No Affiliate Transactions......................................................................    90
         8.11     Limitation on Transactions Under ERISA.........................................................    90
         8.12     Material Amendments of Term Loan Facilities....................................................    91
         8.13     Additional Restrictive Covenants...............................................................    91
         8.14     New Collateral Locations.......................................................................    91
         8.15     New Accounts...................................................................................    91
         8.16     No Excess Cash.................................................................................    91
         8.17     Voluntary Prepayment of Debt...................................................................    92
         8.18     Limitation on Preferred Stock of Subsidiaries..................................................    92
         8.19     Embargoed Person...............................................................................    92
         8.20     No Accounting Changes..........................................................................    92
         8.21     Insurance Subsidiary...........................................................................    93
         8.22     Anti-Terrorism Law; Anti-Money Laundering......................................................    93

ARTICLE 9         EVENTS OF DEFAULT AND REMEDIES.................................................................    93

         9.1      Events of Default..............................................................................    93
         9.2      Acceleration and Cash Collateralization........................................................    95
         9.3      Remedies.......................................................................................    96
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         9.4      Actions in Concert.............................................................................    97

ARTICLE 10        THE AGENT......................................................................................    97

         10.1     Appointment of Agent...........................................................................    97
         10.2     Nature of Duties of Agent......................................................................    97
         10.3     Lack of Reliance on the Agent..................................................................    98
         10.4     Certain Rights of the Agent....................................................................    98
         10.5     Reliance by the Agent..........................................................................    98
         10.6     Indemnification of Agent.......................................................................    99
         10.7     The Agent in its Individual Capacity...........................................................    99
         10.8     Holders of Notes...............................................................................    99
         10.9     Successor Agent................................................................................    99
         10.10    Collateral Matters.............................................................................   100
         10.11    Actions with Respect to Defaults...............................................................   102
         10.12    Delivery of Information........................................................................   102
         10.13    Other Agents...................................................................................   102

ARTICLE 11        MISCELLANEOUS..................................................................................   102

         11.1     SUBMISSION TO JURISDICTION; WAIVERS............................................................   102
         11.2     JURY TRIAL.....................................................................................   103
         11.3     GOVERNING LAW..................................................................................   103
         11.4     Delays; Partial Exercise of Remedies...........................................................   104
         11.5     Notices........................................................................................   104
         11.6     Assignability..................................................................................   104
         11.7     Confidentiality................................................................................   107
         11.8     Indemnification................................................................................   107
         11.9     Entire Agreement; Successors and Assigns.......................................................   108
         11.10    Amendments, Etc................................................................................   108
         11.11    Nonliability of Agent and Lenders..............................................................   110
         11.12    Counterparts...................................................................................   110
         11.13    Effectiveness..................................................................................   110
         11.14    Severability...................................................................................   110
         11.15    Headings Descriptive...........................................................................   110
         11.16    Maximum Rate...................................................................................   110
         11.17    Right of Setoff................................................................................   111
         11.18    Defaulting Lender..............................................................................   111
         11.19    Rights Cumulative..............................................................................   113
         11.20    Third Party Beneficiaries......................................................................   113
         11.21    Joint and Several Liability of Borrowers.......................................................   113
         11.22    Appointment and Authorization of Funds Administrator...........................................   114
</TABLE>

                                       iv
<PAGE>

                                     ANNEXES

ANNEX I  Lenders; Commitments; Lending Offices

ANNEX II Closing Document List

                                    EXHIBITS

EXHIBIT A                      Form of Assignment and Assumption Agreement
EXHIBIT B                      Form of Note
EXHIBIT C                      Form of Notice of Borrowing
EXHIBIT C-1                    Form of Notice of Continuation/Conversion
EXHIBIT C-2                    Form of Letter of Credit Request
EXHIBIT D                      Form of Compliance Certificate
EXHIBIT E                      Form of Borrowing Base Certificate

                                    SCHEDULES

SCHEDULE A                     Closing Document List
SCHEDULE B, PART 6.1           Jurisdictions Qualified to Do Business
SCHEDULE B, PART 6.8           Principal Places of Business; Chief Executive
                               Offices;
                               Locations of Books and Records;
                               Other Locations of Collateral
SCHEDULE B, PART 6.10          Subsidiaries
SCHEDULE B, PART 6.11          Outstanding Judgments; Orders; Waivers
SCHEDULE B, PART 6.15          ERISA Matters
SCHEDULE B, PART 6.18          Real Property
SCHEDULE B, PART 6.20          Tax Matters
SCHEDULE B, PART 6.23          Affiliate Transactions
SCHEDULE B, PART 6.26          Certain Events
SCHEDULE B, PART 6.29          Existing Indebtedness
SCHEDULE B, PART 6.31          Insurance
SCHEDULE B, PART 6.34          Bank Accounts
SCHEDULE B, PART 8.4           Existing Liens
SCHEDULE B, PART 8.9           Investments

                                       v
<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement is dated as of February 10, 2004 and entered into
by and among Wellman, Inc., a Delaware corporation ("WELLMAN"), Prince, Inc., a
Delaware corporation ("PRINCE"), Wellman of Mississippi, Inc., a Delaware
corporation ("WELLMAN MISSISSIPPI"), Carpet Recycling of Georgia, Inc., a
Georgia corporation ("CARPET"), ALG, Inc., a Delaware corporation ("ALG"),
PermaClear East Incorporated, a Delaware corporation ("PERMACLEAR"), PTA
Resources, LLC, a Delaware limited liability company ("PTA RESOURCES"), Wellman
Resins, LLC, a Delaware limited liability company ("RESINS") and Fiber
Industries, Inc., a Delaware corporation ("FIBER" and, together with Wellman,
Prince, Wellman Mississippi, Carpet, ALG, PermaClear, PTA Resources and Resins,
each individually referred to herein as a "BORROWER" and collectively as
"BORROWERS" with Wellman acting in its capacity as Funds Administrator for the
Borrowers), each of the Lenders from time to time party hereto and Deutsche Bank
Trust Company Americas, acting in its capacity as administrative agent (the
"ADMINISTRATIVE AGENT") and collateral agent ("COLLATERAL AGENT") for the
Lenders hereunder (in its capacities as Administrative Agent and Collateral
Agent, the "AGENT"). Capitalized terms used in this Credit Agreement shall have
the meanings ascribed to them in SECTION 1.1.

                                    RECITALS

         WHEREAS, Borrowers have requested that Lenders extend credit facilities
to Borrowers of up to one hundred seventy five million Dollars ($175,000,000) in
the aggregate for the purpose of (a) refinancing certain indebtedness of
Borrowers, (b) providing working capital financing for Borrowers and for general
corporate purposes and (c) funding other purposes permitted hereunder;

         WHEREAS, Borrowers have agreed to secure all of their obligations under
the credit facilities provided herein by granting to Agent, for the benefit of
Agent and Lenders, a security interest in and lien upon all of their existing
and after-acquired Accounts, Inventory, certain Investment Property and certain
general intangibles;

         WHEREAS, KHL, Inc., a Delaware corporation ("KHL"), Warehouse
Associates, Inc. USA, a South Carolina corporation ("Warehouse"), Finwell, Inc.,
a Delaware corporation ("FINWELL"), MRF, Inc., a Delaware corporation ("MRF"),
Josdav Inc., a Delaware corporation ("JOSDAV"), FIISB, Inc., a Delaware
corporation ("FIISB"), Wellman Exports, V.I. Inc., a United States Virgin
Islands corporation, ("EXPORT") and MED Resins, Inc., a Delaware corporation
("MED RESINS" and together with KHL, Warehouse, Finwell, MRF, Josdav, Export,
FIISB and certain other material Domestic Subsidiaries, the "SUBSIDIARY
GUARANTORS"), are willing to (a) guarantee all of the Obligations of Borrowers
to Agent and Lenders and (b) secure their respective guarantees by granting to
Agent, for the benefit of Agent and Lenders, a security interest in and lien
upon all of their respective existing and after-acquired Accounts, Inventory,
certain Investment Property and certain general intangibles; and

         WHEREAS, based on the foregoing, Lenders are willing to make such
credit facilities available to Borrowers subject to the terms and condition set
forth herein;

<PAGE>

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and for other good and valuable consideration,
the parties hereto agree as follows:

                                   ARTICLE 1

                                   DEFINITIONS

         1.1      GENERAL DEFINITIONS. As used herein, the following terms shall
have the meanings herein specified:

         "ACCOUNTS" shall mean, with respect to any Person, all of such Person's
accounts, whether existing now or in the future, including, without limitation,
(a) all accounts receivable of such Person or other accounts of such Person
created by, or arising from or related to the sales of goods or rendition of
services made by such Person whether under its own name, under any of its trade
names, or through any of its divisions, or in the name of any other Person, (b)
all unpaid seller's rights of such Person (including rescission, replevin,
reclamation and stoppage in transit) relating to the foregoing or arising
therefrom, (c) all rights of such Person to any goods represented by any of the
foregoing, including returned or repossessed goods, (d) all reserves and credit
balances held by such Person with respect to any such accounts receivable or
account debtors and (e) all Guarantees or collateral for any of the foregoing.

         "ACCUMULATED FUNDING DEFICIENCY" shall have the meaning ascribed to
that term in Section 302 of ERISA.

         "ACT OF BANKRUPTCY" shall have the meaning ascribed to that term in the
definition of "Eligible Accounts Receivable".

         "ACQUISITION" shall mean, with respect to any Credit Party, any
transaction or series of related transactions resulting in (a) the acquisition
by such Credit Party of all or substantially all of the assets of any other
Person, or of any business or division of any other Person, (b) the acquisition
by such Credit Party of all of the issued and outstanding Capital Securities of
any other Person, including, without limitation, by means of a merger of such
other Person with and into such Credit Party (or a Wholly-Owned Subsidiary of
such or any Credit Party formed solely for the purpose of consummating such
acquisition) or otherwise causing any Person (other than any Person that is at
such time a Credit Party) to become a Wholly-Owned Subsidiary of such Credit
Party, or (c) a merger, consolidation or any other combination of such Credit
Party with any other Person (other than any Person that is at such time a Credit
Party), PROVIDED that such Credit Party is the surviving Person.

         "ACQUISITION TARGET" shall mean a Person whose Capital Securities or
assets, as the case may be, are acquired in an Acquisition permitted under
SECTION 8.9(g).

         "ADJUSTED LIBOR RATE" shall mean, for any Interest Period, the rate
obtained by dividing (a) the LIBOR Rate for such Interest Period by (b) a
percentage equal to 1 MINUS the stated maximum rate (stated as a decimal) of all
reserves, if any, required to be maintained against "Eurocurrency liabilities"
as specified in Regulation D (or against any other category of liabilities which
includes deposits by reference to which the interest rate on LIBOR Rate Loans

                                       2
<PAGE>

is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States
residents).

         "AFFILIATE" shall mean, with respect to any Person, any Person which
directly or indirectly through one or more intermediaries Controls, is
Controlled by, or is under common Control with, such Person, or any Person who
is a director or officer of such Person or any Subsidiary of such Person.

         "AGENT" shall have the meaning ascribed to that term in the preamble to
this Credit Agreement and shall include any successor Agent appointed pursuant
to SECTION 10.9.

         "APPLICABLE LENDING OFFICE" shall mean, with respect to each Lender,
such Lender's LIBOR Lending Office in the case of a LIBOR Rate Loan, and such
Lender's Domestic Lending Office in the case of a Prime Rate Loan.

         "APPLICABLE MARGIN" shall mean, at any time with respect to any LIBOR
Rate Loan, 2.50% per annum, and at any time with respect to any Prime Rate Loan,
1.25% per annum, PROVIDED that from and after any Start Date to and including
any corresponding End Date, the Applicable Margin with respect to LIBOR Rate
Loans and Prime Rate Loans, respectively, shall be a percentage per annum equal
to the applicable percentage per annum set forth below opposite the Leverage
Ratio as of the Test Date for such Start Date, the Borrower shall have the
Leverage Ratio indicated below:

<TABLE>
<CAPTION>
                                                                            Applicable Margin
                                                                         Prime              LIBOR
                                  LEVERAGE RATIO                       Rate Loan         Rate Loans
                                  --------------                       ---------         ----------
<S>               <C>                                                  <C>               <C>
Level I           Greater than 6.50 to 1.00                              1.25%              2.75%
Level II          Equal to or less than 6.50 to 1.00 but greater         1.25%              2.50%
                  than 4.00 to 1.00
Level III         Equal to or less than 4.00 to 1.00 but greater         1.00%              2.25%
                  than 3.00 to 1.00
Level IV          Equal to or less than 3.00 to 1.00                     1.00%              2.00%
</TABLE>

PROVIDED, that, notwithstanding the foregoing, if the Borrowers shall fail to
deliver the financial statements that are required to be delivered pursuant to
SECTION 7.1(b), from the date which is three Business Days after the date on
which such financial statements were so required to be delivered until the date
of actual delivery thereof, the Applicable Margin shall be a percentage per
annum equal to the applicable percentage amount set forth above with respect to
LEVEL I. If a Default or an Event of Default shall exist at the time any
reduction in the Applicable Margin is to be implemented, that reduction shall be
deferred until the date on which such Default or Event of Default is cured or
waived.

         "APPLICABLE MARGIN PERIOD" shall mean each period which shall commence
on the first Business Day of the month following the date on which the financial
statements and compliance

                                       3
<PAGE>

certificate are delivered pursuant to SECTION 7.1(b) and which shall end on the
earlier of (i) the date of actual delivery of the next financial statements and
compliance certificate pursuant to SECTION 7.1(b), and (ii) the latest date on
which the next financial statements and compliance certificate are required to
be delivered pursuant to SECTION 7.1(b), PROVIDED that the first Applicable
Margin Period shall commence on the first Business Day of the month following
the delivery of the financial statements in respect of the Fiscal Quarter ending
on March 31, 2005.

         "APPROVED SECURED DERIVATIVE TRANSACTION LIABILITIES" shall mean, with
respect to any Lender, Liabilities of the Borrowers to such Lender or any
Affiliate of such Lender in respect of one or more Derivative Transactions
permitted pursuant to SECTION 8.3(b) which are secured by the Collateral,
PROVIDED, that, prior to entering into any such Derivative Transaction, (a)
Wellman shall have delivered written notice thereof to the Agent stating,
subject to the following proviso, the maximum amount of the Borrowers'
Liabilities in respect thereof which are to be secured by the Collateral and (b)
such Lender shall have received written notice from the Agent confirming such
amount; PROVIDED, further, that, in no event shall the aggregate Liabilities of
the Borrowers in respect of Derivative Transactions with Lenders or any
Affiliates of such Lenders which constitute "Secured Obligations" (as such term
is defined in the Security Agreement) be greater than $15.0 million. Unless
otherwise expressly provided to the contrary, the amount of the obligations of
any Credit Party in respect of a Derivative Transaction shall be calculated by
reference to the mark to market termination value of the relevant Derivative
Transaction as of the last day of the preceding month or as of the day most
recently requested by the Agent.

         "ASSET SALE" means any direct or indirect sale, issuance, conveyance,
lease (other than operating leases and subleases and licenses and sublicenses
entered into in the ordinary course of business), assignment, transfer or other
disposition for value (including, without limitation, pursuant to any
amalgamation, merger or consolidation or pursuant to any Sale and Leaseback
Transaction) by any Borrower or by any Subsidiary to any Person other than any
Borrower or any Subsidiary (any such transaction, a "DISPOSITION") of (i) any of
the stock of any of the Borrowers or any Subsidiary (other than the issuance by
Wellman of Capital Securities), (ii) substantially all of the assets of any
division or line of business of any Borrower or of any Subsidiary, or (iii) any
other assets of any Borrower or of any Subsidiary other than in the ordinary
course of business (excluding transfers of assets under Tax Reduction
Agreements).

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean an assignment and
assumption agreement substantially in the form of Exhibit A entered into by an
assigning Lender and an assignee Lender, and which has been accepted by the
Agent, in accordance with SECTION 11.6.

         "ATTRIBUTABLE INDEBTEDNESS" means, as of the date of determination
thereof, without duplication (i) when used with respect to any Sale and
Leaseback Transaction, as at the time of determination, the present value
(discounted at a rate equivalent to the applicable Borrower's then-current
weighted average cost of funds for borrowed money as at the time of
determination, compounded on a semi-annual basis) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in any such Sale and Leaseback Transaction and (ii) the principal balance
outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product to which
such Person is a party,

                                       4
<PAGE>

where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP.

         "AUDITORS" shall mean a nationally-recognized firm of independent
certified public accountants selected by the Borrowers and satisfactory to the
Agent in its sole discretion. For purposes of this Credit Agreement, the
Borrowers' current firm of independent certified public accountants, Ernst &
Young LLP, shall be deemed to be satisfactory to the Agent.

         "AVAILABILITY" means the result of (a) the lesser of (i) the Borrowing
Base and (ii) the Line of Credit minus (b) Total Exposure.

         "AVERAGE NORMALIZED AVAILABILITY" means, as of any date of
determination, the average Availability for the preceding 30 day period,
PROVIDED that any payment made or received by Wellman or any Subsidiary outside
of the ordinary course of business during such period (to the extent approved by
the Agent) shall, for purposes of calculating such average, be deemed to have
been paid on the first day of such period and consequently as having changed
Availability on each day of such period.

         "BANKRUPTCY DEFAULT" shall mean a Default which is such by virtue of
SECTION 9.1(e)(ii).

         "BORROWER" and "BORROWERS" shall have the meanings ascribed to such
terms in the preamble to this Credit Agreement.

         "BORROWER'S ACCOUNT" and "BORROWERS' ACCOUNTS" shall have the meanings
ascribed to such terms in SECTION 2.6.

         "BORROWER TAXES" shall have the meaning ascribed to that term in
SECTION 6.20(b).

         "BORROWING" shall mean a borrowing consisting of Loans of the same Type
advanced, continued or converted on the same day by the Lenders or the Agent.

         "BORROWING BASE" shall mean:

                  (a)      Subject to CLAUSE (b) below, at any time, the amount
         equal at such time to:

                           (i)      eighty-five percent (85%) of the Value of
                  Eligible Accounts Receivable of each Borrower, PLUS

                           (ii)     the lesser of seventy percent (70%) of the
                  Value of Eligible Inventory of each Borrower and eighty-five
                  percent (85%) of the Net Orderly Liquidation Value of Eligible
                  Inventory of each Borrower; PROVIDED that the amount
                  calculated pursuant to this CLAUSE (ii) shall not exceed 50%
                  of the Borrowing Base;

                  MINUS

                                       5
<PAGE>

                           (iii)    the net amount of all Approved Secured
                  Derivative Transaction Liabilities (if greater than zero),

                  MINUS

                           (iv)     the amount of any reserves established by
                  the Agent pursuant to CLAUSE (b) below.

                  (b)      The Agent at any time in the exercise of its
Permitted Discretion shall be entitled to (i) establish and increase or decrease
reserves against Eligible Accounts Receivable and Eligible Inventory, (ii)
impose additional restrictions (or eliminate any such additional restrictions)
to the standards of eligibility set forth in the respective definitions of
"Eligible Accounts Receivable" and "Eligible Inventory" and (iii) establish and
increase or decrease a reserve in the amount of interest payable by the
Borrowers hereunder, including interest on Loans and drawings under Letters of
Credit, PROVIDED, that such reserve shall not at any time exceed the aggregate
of accrued but unpaid interest at such time. Promptly after determining that any
action under this CLAUSE (b) is necessary or desirable, the Agent shall use its
reasonable best efforts to consult with the Funds Administrator as to the need
to take such action, it being understood that Agent's failure to consult shall
not in any way restrict the Agent from taking such action or impose any
liability on the Agent as a consequence of such failure.

         "BORROWING BASE CERTIFICATE" shall have the meaning ascribed to that
term in SECTION 7.1(f).

         "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
legal holiday on which commercial banks in NEW YORK, NEW YORK, are generally
closed. When used in connection with LIBOR Rate Loans, this definition will also
exclude any day on which commercial banks are not open for dealing in Dollar
deposits in the London (England, U.K.) interbank market. When used in connection
with any Letter of Credit, this definition will also exclude any day on which
the applicable Issuing Bank is not open for the general conduct of its business.

         "CAPITAL EXPENDITURES" shall mean, of any Person for any period, the
sum of (a) all expenditures to the extent required to be included in the
property, plant and equipment reflected in the consolidated balance sheet of
such Person in accordance with GAAP PLUS, without duplication, (b) the entire
principal amount of any debt (including obligations under capitalized leases)
assumed or incurred by such Person in connection with any such expenditures,
PROVIDED that Capital Expenditures of any Person shall not in any event include
the purchase price paid in connection with an Acquisition permitted pursuant to
SECTION 8.9(g) to the extent allocable to property, plant or equipment, but
shall include the purchase price paid for any other Acquisition to the extent so
allocable. For purposes of SECTION 8.2 only, expenditures from insurance
proceeds and any other payments received (or, to the extent that an unaffiliated
insurance company has confirmed in writing the coverage and amount of insurance
proceeds to be paid, insurance payments expected to be received) on account of
any Casualty Loss applied to the repair or replacement of the property affected
by such Casualty Loss shall not constitute Capital Expenditures. For purposes of
this Credit Agreement, amounts paid in respect of the Financing Transactions
shall not be considered Capital Expenditures.

                                       6
<PAGE>

         "CAPITAL SECURITY" shall mean, with respect to any Person, (a) any
share of capital stock of or other unit of ownership interest in such Person and
(b) any security convertible into, or any option, warrant or other right to
acquire, any share of capital stock of or other unit of ownership interest in
such Person.

         "CAPITALIZED LEASE OBLIGATION" means obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of Indebtedness represented by such obligations shall be
the capitalized amount of such obligations determined in accordance with GAAP.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed or insured by the United States government or issued
by any agency or instrumentality thereof and backed by the full faith and credit
of the United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable
from either S&P or Moody's; (iii) commercial paper maturing no more than one
year from the date of creation thereof and, at the time of acquisition, rated at
least A-1 by S&P or at least P-1 by Moody's; (iv) time deposits, certificates of
deposit or bankers' acceptances maturing within one year from the date of
acquisition thereof issued by any commercial bank organized under the laws of
the United States or any state thereof or the District of Columbia that (a) is
"adequately capitalized" (as defined in the regulations of its primary Federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $100.0 million; (v) repurchase agreements with respect to, and
which are fully secured by a perfected security interest in, obligations of a
type described in clause (i) or clause (ii) above and are with any commercial
bank described in clause (iv) above; (vi) with respect to a Foreign Subsidiary,
obligations of foreign Persons (including foreign sovereign nations, political
subdivisions or public instrumentalities thereof) correlative in type, maturity
and rating to those set forth in clauses (i) through (v) above; (vii) shares of
any money market mutual fund that has substantially all of its assets invested
continuously in the types of investments referred to in clauses (i) and (vi)
above; and (vii) demand deposit accounts maintained in the ordinary course of
business.

         "CASUALTY LOSS" shall have the meaning ascribed to that term in SECTION
7.8.

         "CHANGE OF CONTROL" means the occurrence of one or more of the
following events:

                           (i)      any sale, lease, exchange or other transfer
                  (in one transaction or a series of related transactions) of
                  all or substantially all of the assets of Wellman to any
                  Person or group of related Persons for purposes of Section
                  13(d) of the Exchange Act (a "GROUP"), together with any
                  Affiliates thereof (other than the Permitted Holder);

                           (ii)     the approval by the holders of Capital
                  Securities of Wellman of any plan or proposal for the
                  liquidation or dissolution of Wellman;

                                       7
<PAGE>

                           (iii)    any Person or Group (other than the
                  Permitted Holder) shall become the owner, directly or
                  indirectly, beneficially or of record, of shares representing
                  more than 50% of the voting stock of Wellman;

                           (iv)     the replacement of a majority of the Board
                  of Directors of Wellman over a two-year period from the
                  directors who constituted the Board of Directors of Wellman at
                  the beginning of such period, and such replacement shall not
                  have been approved by a vote of at least a majority of the
                  Board of Directors of Wellman then still in office who either
                  were members of such Board of Directors at the beginning of
                  such period or whose election as a member of such Board of
                  Directors was previously so approved; or

                           (v)      any Borrower ceases to be a Wholly-Owned
                  Subsidiary of Wellman except as otherwise permitted hereunder.

         "CLOSING DATE" shall mean the date on which the initial Credit Event
occurs.

         "CLOSING DOCUMENT LIST" shall mean the Closing Document List attached
hereto as ANNEX II.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
the regulations issued thereunder.

         "COLLATERAL" shall mean any and all assets and rights and interests in
or to property of each Borrower and each of the other Credit Parties, whether
real or personal, tangible or intangible, on which a Lien is granted or
purported to be granted to Agent or any Lender pursuant to the Credit Documents.

         "COLLATERAL ACCESS AGREEMENTS" shall mean any landlord waivers,
mortgagee waivers, bailee letters and any similar usage, access or
acknowledgment agreements of any Person, such as a warehouseman, processor,
lienholder or lessor, in possession of any assets of any Borrower or any other
Credit Party, in each case in form and substance reasonably satisfactory to the
Agent.

         "COLLATERAL DOCUMENTS" shall mean the Security Agreement, the Control
Agreements, the Intercreditor Agreement and all other contracts, instruments and
other documents now or hereafter executed and delivered in connection with this
Credit Agreement, pursuant to which Liens are granted or are purported to be
granted to the Agent in the Collateral for the benefit of some or all of the
Agent, the Lenders and the Issuing Banks.

         "COMMITMENT" of any Lender shall, subject to SECTION 11.18(c)(ii), mean
the amount set forth opposite such Lender's name on ANNEX I, under the heading
"Commitment," as such amount may be reduced from time to time or terminated
pursuant to the terms of this Credit Agreement.

         "COMMON STOCK" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting)

                                       8
<PAGE>

of, such Person's common stock, whether outstanding on the Closing Date or
issued after the Closing Date, and includes, without limitation, all series and
classes of such common stock.

         "CONCENTRATION ACCOUNT" shall have the meaning ascribed to that term in
SECTION 2.5(b)(ii).

         "CONCENTRATION ACCOUNT BANK" shall have the meaning ascribed to that
term in SECTION 2.5(b)(ii).

         "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense, but excluding, however, interest income or
interest expense not received or paid in cash, amortization of discount,
expenses incurred on or before the Closing Date related to the Financing
Transactions and deferred financing costs net of amounts received under Interest
Rate Agreements.

         "CONSOLIDATED EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of:

         (1)      Consolidated Net Income; and

         (2)      to the extent Consolidated Net Income has been reduced
thereby:

                  (a)      all income taxes of such Person and its Subsidiaries
paid or accrued in accordance with GAAP for such period (other than income taxes
attributable to extraordinary gains or losses or taxes attributable to sales or
dispositions outside the ordinary course of business);

                  (b)      Consolidated Interest Expense;

                  (c)      Consolidated Non-cash Charges;

                  (d)      certain non-recurring fees, cash charges and other
cash expenses made or incurred in connection with the Transactions to the extent
paid within ninety (90) days of the Closing Date; and

                  (e)      specifically identified legal expenses included in
the projections provided by the Borrowers to the Agent and Lenders on or prior
to the Closing Date to the extent approved by the Agent;

         in each case as determined on a consolidated basis for such Person and
its Subsidiaries in accordance with GAAP.

         "CONSOLIDATED ENTITY" shall mean the Borrowers and each of their
respective Subsidiaries which are such by virtue of CLAUSE (a) of the definition
thereof.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, as determined as
of any date for any period ending on such date, the ratio of (a) Consolidated
EBITDA for such period, to (b) the sum of the following, in each case of the
Consolidated Entity, as determined without

                                       9
<PAGE>

duplication in accordance with GAAP for such period, (i) net cash payments with
respect to income taxes, (ii) Consolidated Cash Interest Expense, (iii) Capital
Expenditures (except for Capital Expenditures financed with the proceeds of
Indebtedness other than the Loans, to the extent permitted pursuant to SECTION
8.2),  iv) scheduled payments of principal on Indebtedness (other than
repayments in the ordinary course of the Loans which do not permanently reduce
the Total Commitments and other than Guarantee Obligations in respect of
operating leases of any Borrower or its Subsidiaries), and (v) Restricted
Payments paid in cash for such period except to the extent such payments reduce
Consolidated EBITDA for such period.

         "CONSOLIDATED INTEREST EXPENSE" shall mean the aggregate consolidated
interest expense (net of consolidated interest income) of the Consolidated
Entity in respect of Indebtedness determined on a consolidated basis in
accordance with GAAP, including amortization of original issue discount on any
Indebtedness and of all fees payable in connection with the incurrence of such
Indebtedness, including, without limitation, aggregate fees payable in respect
of Letters of Credit pursuant to SECTION 4.6 (in each case, to the extent
included in interest expense), the interest portion of any deferred payment
obligation and the interest component of any Capital Lease Obligations.

         "CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the aggregate of the net income (or loss) of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; PROVIDED that (a) the net income of any other Person in which such
Person or any of its Subsidiaries has an interest (which interest does not cause
the net income of such other Person to be consolidated with the net income of
such Person and its Subsidiaries in accordance with GAAP) shall be included only
to the extent of the amount of dividends or distributions actually paid to such
Person or such Subsidiary by such other Person during such period; (b) the net
income of any Subsidiary of such Person that is subject to any Payment
Restriction shall be excluded to the extent such Payment Restriction would
prevent the payment of an amount that otherwise could have been paid to such
Person or to a Subsidiary of such Person not subject to any Payment Restriction;
and (c) there shall be excluded from Consolidated Net Income:

                           (i)      all gains and losses realized on any Asset
                  Sale, net of related tax costs or tax benefits, as the case
                  may be, or abandonments or reserves relating thereto,

                           (ii)     all gains and losses realized on the
                  purchase or other acquisition by such Person or any of its
                  Subsidiaries of any Securities of such Person or any of its
                  Subsidiaries,

                           (iii)    all extraordinary gains and losses,

                           (iv)     all deferred financing costs written off or
                  premiums paid in connection with the early extinguishment of
                  any Indebtedness, in each case, incurred by Wellman or any of
                  its Subsidiaries in connection with the Transactions,

                                       10
<PAGE>

                           (v)      income or loss attributable to discontinued
                  operations (including, without limitation, operations disposed
                  of during such period whether or not such operations were
                  classified as discontinued),

                           (vi)     in the case of a successor to the referent
                  Person by consolidation or merger or as transferee of the
                  referent Person's assets, any earnings of such successor prior
                  to such consolidation, merger or transfer of assets, and

                           (vii)    the cumulative effect of a change in
                  accounting principles.

         "CONSOLIDATED NON-CASH CHARGES" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Subsidiaries reducing Consolidated Net Income of such
Person and its Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP (excluding any such charges constituting an
extraordinary item or loss or any such charge to the extent that it requires an
accrual of or a reserve for cash charges for any future period).

         "CONTINUATION" shall have the meaning ascribed to that term in SECTION
4.3.

         "CONTROL" shall mean, with respect to any Person, the possession,
directly or indirectly, of the power to (a) vote ten percent (10%) or more of
the securities having ordinary voting power for the election of directors or
managers of such Person or (b) direct or cause the direction of management and
policies of a business, whether through the ownership of voting securities, by
contract or otherwise either alone or in conjunction with others or any group.
The words "CONTROLLING" and "CONTROLLED" have correlative meanings.

         "CONTROL AGREEMENT" shall mean an agreement in writing, in form and
substance reasonably satisfactory to Agent, by and among Agent, the applicable
Credit Party and any financial institution, securities intermediary, commodity
intermediary or other Person who has custody, control or possession of any
receipts on Accounts, deposits or investment property of such Credit Party,
pursuant to which such financial institution, securities intermediary, commodity
intermediary or such other Person acknowledges that such financial institution,
securities intermediary, commodity intermediary or other Person has custody,
control or possession of such receipts, deposits or investment property on
behalf of Agent, that it will comply with entitlement orders originated by Agent
with respect to such receipts, deposits or investment property, or other
instructions of Agent, or (as the case may be) apply any amounts distributed on
account of such assets as directed by Agent, in each case, without the further
consent of such Credit Party and including such other terms and conditions as
Agent may reasonably require.

         "CONVERT," "CONVERSION" and "CONVERTED" each shall refer to a
conversion of Loans of one Type into Loans of another Type pursuant to SECTION
4.3.

         "COVERED TAXES" shall have the meaning ascribed to that term in SECTION
2.8(a).

         "CREDIT AGREEMENT" shall mean this credit agreement, dated as of the
Closing Date, as the same may be modified, amended, extended, restated, amended
and restated or supplemented from time to time.

                                       11
<PAGE>

         "CREDIT DOCUMENTS" shall mean, collectively, this Credit Agreement, the
Notes, Letters of Credit, each L/C Application, each of the Collateral
Documents, each Subsidiary Guaranty, the Fee Letter and all other documents,
agreements, instruments, opinions and certificates now or hereafter executed and
delivered in connection herewith or therewith, as the same may be modified,
amended, extended, restated, amended and restated or supplemented from time to
time.

         "CREDIT EVENT" shall mean (a) the making of a Loan and/or (b) the
issuance of any Letter of Credit.

         "CREDIT PARTY" OR "CREDIT PARTIES" shall mean, individually or
collectively as the context requires, each Borrower and each other Subsidiary
party to the Credit Documents.

         "DBTCo LOAN ACCOUNT" shall have the meaning ascribed to that term in
SECTION 2.5(c).

         "DBTCo." shall mean Deutsche Bank Trust Company Americas, a New York
banking corporation, acting in its individual capacity, and its successors and
assigns.

         "DEFAULT" shall mean an event, condition or default which with the
giving of notice, the passage of time or both would (if not cured, waived or
otherwise remedied during such time) be an Event of Default.

         "DEFAULTING LENDER" shall have the meaning ascribed to that term in
SECTION 11.18(b).

         "DEPOSITORY ACCOUNTS" shall have the meaning ascribed to that term in
SECTION 2.5(b)(i).

         "DERIVATIVE TRANSACTION" shall mean (a) an interest-rate transaction,
including an interest-rate swap, basis swap, forward rate agreement, interest
rate option (including a cap, collar, and floor), and any other instrument
linked to interest rates that gives rise to similar credit risks (including
when-issued securities and forward deposits accepted), (b) an exchange-rate
transaction (other than a spot-rate exchange), including a cross-currency
interest-rate swap, a forward foreign-exchange contract, a currency option, and
any other instrument linked to exchange rates that gives rise to similar credit
risks, (c) an equity derivative transaction that gives rise to a contingent cash
payment obligation (other than as a result of an event which would constitute a
Change of Control), including an equity-linked swap, an equity-linked option, a
forward equity-linked contract, and any other instrument linked to equities that
gives rise to similar credit risk and (d) a commodity (including precious metal)
derivative transaction, including a commodity-linked swap, a commodity-linked
option, a forward commodity-linked contract, and any other instrument linked to
commodities that gives rise to similar credit risks.

         "DISQUALIFIED CAPITAL SECURITIES" means any Capital Securities which,
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event (other than an
event which would constitute a Change of Control), (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof, in whole or in part, on a date on or
prior to one year after the Expiration Date, or (ii) is convertible into or
exchangeable for (whether at the option of the issuer or the holder thereof) (a)
debt securities or (b) any Capital Securities referred

                                       12
<PAGE>

to in clause (i) above, in each case at any time on a date on or prior to one
year after the Expiration Date; PROVIDED that only the portion of Capital
Securities which so matures or is mandatorily redeemable, is so convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to
such final Maturity Date shall be deemed to be Disqualified Capital Securities.

         "DOLLARS" and the sign "$" shall each mean the lawful money of the
United States of America.

         "DOMESTIC LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its "Domestic Lending Office" opposite its
name on ANNEX II, as such annex may be amended from time to time, or in the
relevant Assignment and Assumption Agreement.

         "DOMESTIC SECURITY AGREEMENT" shall mean a security agreement in
substantially the form of the Security Agreement executed as of the Closing
Date, as hereafter amended, supplemented or otherwise modified from time to time
in accordance with its terms.

         "DOMESTIC SUBSIDIARY" shall mean any Subsidiary of the Borrowers that
is not a Foreign Subsidiary.

         "DOMESTIC SUBSIDIARY GUARANTY" means a guaranty in substantially the
form of the Guaranty executed as of the Closing Date, as hereafter amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

         "EFFECTIVE DATE" shall mean, as applied to an L/C Notice of Drawing,
the Business Day on which the Agent receives such L/C Notice of Drawing if such
notice is received by it not later than 11:00 A.M. (New York City time) on such
day and, if received after such time, the next succeeding Business Day.

         "ELIGIBLE ACCOUNTS RECEIVABLE" shall mean Accounts of a Borrower
payable in Dollars. In determining the amount to be so included, the face amount
of such Accounts shall exclude any such Accounts that the Agent determines in
its Permitted Discretion to be ineligible pursuant to the definition of the term
"Borrowing Base" set forth herein. Unless otherwise approved in writing by the
Agent, no Account of any Borrower shall be deemed to be an Eligible Account
Receivable if:

                  (a)      it arises out of a sale made by such Borrower to an
Affiliate of such or any other Borrower; or

                  (b)      the Account is unpaid more than (i) 60 days after the
original payment due date and/or (ii) 90 days after the original invoice date
unless such Account is subject to credit insurance issued by an insurer and on
terms and in an amount reasonably acceptable to Agent or is guaranteed or
supported by a guarantor or support provider reasonably acceptable to the Agent
on terms and conditions acceptable to the Agent; or

                  (c)      it is from the same account debtor (or any Affiliate
thereof) and fifty percent (50%) or more, in face amount, of all Accounts from
such account debtor (and any Affiliate thereof) are ineligible pursuant to
CLAUSE (b) above; or

                                       13
<PAGE>

                  (d)      the Account, when aggregated with all other Accounts
of such account debtor (and any Affiliate thereof), exceeds fifteen percent
(15%) in face value of all Accounts of the Borrowers combined then outstanding,
to the extent of such excess, PROVIDED that Accounts insured in a manner
satisfactory to the Agent, guaranteed by a guarantor reasonably acceptable to
the Agent or supported or secured by an irrevocable letter of credit in form and
substance satisfactory to the Agent, issued by a financial institution
satisfactory to the Agent, in each case, duly transferred, assigned or pledged
to the Agent (together with sufficient documentation to permit direct draws by
or direct payments to the Agent), shall be excluded for the purposes of such
calculation to the extent of the face amount of such letter of credit or, in the
case of insurance or guarantees, as determined by the Agent in its sole
discretion; or

                  (e)      (i) the account debtor is also a creditor of such
Borrower, (ii) the account debtor has disputed its liability on, or the account
debtor has made any claim with respect to, such Account or any other Account due
from such account debtor to such Borrower, which has not been resolved or (iii)
the Account otherwise is or may reasonably be expected to become subject to any
right of setoff by the account debtor; PROVIDED that any Account deemed
ineligible pursuant to this CLAUSE (e) shall only be ineligible to the extent of
the amount owed by such Borrower to the account debtor, the amount of such
dispute or claim, or the amount of such setoff, as applicable; or

                  (f)      the account debtor has commenced a voluntary case
under the federal bankruptcy laws, as now constituted or hereafter amended, or
made an assignment for the benefit of creditors, or if a decree or order for
relief has been entered by a court having jurisdiction over the account debtor
in an involuntary case under the federal bankruptcy laws, as now constituted or
hereafter amended, or if any other petition or other application for relief
under the federal bankruptcy laws has been filed by or against the account
debtor, or if the account debtor has filed a certificate of dissolution under
applicable state law or shall be liquidated, dissolved or wound-up, or shall
authorize or commence any action or proceeding for dissolution, winding-up or
liquidation, or if the account debtor has failed, suspended business, declared
itself to be insolvent, is generally not paying its debts as they become due or
has consented to or suffered a receiver, trustee, liquidator or custodian to be
appointed for it or for all or a significant portion of its assets or affairs
(any such act or event an "ACT OF BANKRUPTCY"), unless the payment of Accounts
from such account debtor is secured by assets of, or guaranteed by, in either
case in a manner satisfactory to the Agent, a Person with respect to which an
Act of Bankruptcy has not occurred and that is acceptable to the Agent or, if
the Account from such account debtor arises subsequent to a decree or order for
relief with respect to such account debtor under the federal bankruptcy laws, as
now or hereafter in effect, the Agent shall have determined that the timely
payment and collection of such Account will not be impaired; or

                  (g)      the sale is to an account debtor outside of the
United States, Canada or Puerto Rico, unless (i) such account debtor has
supplied such Borrower with an irrevocable letter of credit in form and
substance reasonably satisfactory to the Agent, issued by a financial
institution satisfactory to the Agent and which has been duly transferred to the
Agent or (ii) such Account is subject to credit insurance issued by an insurer
and on terms and in an amount reasonably acceptable to Agent or is guaranteed or
supported by a guarantor or support provider reasonably acceptable to the Agent
on terms and conditions acceptable to the Agent; or

                                       14
<PAGE>

                  (h)      the sale to the account debtor is on a bill-and-hold,
guarantied sale, sale-and-return, sale on approval or consignment basis or made
pursuant to any other written agreement providing for repurchase or return; or

                  (i)      the account debtor is the United States of America,
any State or any political subdivision, department, agency or instrumentality
thereof, unless such Borrower duly assigns its rights to payment of such Account
to the Agent pursuant to the Assignment of Claims Act of 1940 (31 U.S.C. Section
3727 et seq.) or complies with any similar State or local law as Agent shall
require; or

                  (j)      the goods giving rise to such Account have not been
shipped and delivered to and accepted by the account debtor (with FOB plant
shipments deemed to be accepted by the applicable account debtor until Wellman
or any Subsidiary has been notified of non-acceptance) or the services giving
rise to such Account have not been performed by such Borrower and accepted by
the account debtor or the Account otherwise does not represent a final sale; or

                  (k)      the Agent does not have a valid and perfected first
priority security interest in such Account or the Account does not otherwise
conform in all material respects to the representations and warranties contained
in the Credit Agreement, any Security Agreement or any of the other Collateral
Documents; or

                  (l)      the Accounts are subject to any adverse security
deposit, progress payment or other similar advance made by or for the benefit of
the applicable account debtor to the extent of such security deposit, progress
payment or other similar advance; or

                  (m)      the Accounts are evidenced by or arise under any
instrument or chattel paper unless such instruments or chattel paper have been
pledged to Agent containing such endorsement as Agent shall reasonably require;
or

                  (n)      the account debtor has a presence in a State
requiring the filing of Notice of Business Activities Report or similar report
in order to permit such Borrower to seek judicial enforcement in such State of
payment of such Account unless such Borrower has qualified to do business in
such State or has filed a Notice of Business Activities Report or equivalent
report for the then current year or such failure to file and inability to seek
judicial enforcement is capable of being remedied without any material delay or
material cost; or

                  (o)      the Account consists of progress billings (such that
the obligation of the account debtor with respect to such Account is conditioned
upon such Borrower's satisfactory completion of any further performance under
the agreement giving rise thereto).

         "ELIGIBLE INVENTORY" shall mean Inventory of a Borrower that consists
of raw materials, work in process and finished goods. In determining the amount
to be so included, the amount of such Inventory shall exclude any Inventory that
the Agent determines in its Permitted Discretion to be ineligible pursuant to
the definition of the term "Borrowing Base" set forth herein. Unless otherwise
approved in writing by the Agent, no Inventory of any Borrower shall be deemed
Eligible Inventory if:

                                       15
<PAGE>

                  (a)      the Inventory has been returned or rejected by such
Borrower's customers; or

                  (b)      the Inventory is not owned solely by such Borrower or
such Borrower does not have good, valid and marketable title thereto; or

                  (c)      the Inventory is not stored on property that is
either (i) owned or leased by such or any other Borrower or (ii) owned or leased
by a warehouseman that has contracted with such Borrower to store Inventory on
such warehouseman's property (PROVIDED that, with respect to Inventory of any
Borrower, (A) stored on property leased by a Borrower, such Borrower shall have
delivered to the Agent a Collateral Access Agreement executed by the lessor of
such property, (B) stored on property owned or leased by a warehouseman, such
Borrower shall have delivered to the Agent a Collateral Access Agreement
executed by such warehouseman) and (C) stored on property owned by such Borrower
which is subject to a mortgage in favor of any Person other than Agent or any
Lender, such Borrower shall have delivered to the Agent a Collateral Access
Agreement executed by the mortgagee of such property or an intercreditor
agreement in form and substance reasonably satisfactory to the Agent; provided
that in the case of CLAUSE (A) and (B), the Agent may reserve an amount equal to
ninety (90) days rent from the Borrowing Base to the extent that a Collateral
Access Agreement is not delivered with respect to such property; or

                  (d)      the Inventory is not subject to a valid and perfected
first priority security interest in favor of the Agent except, with respect to
Eligible Inventory stored at sites described in CLAUSE (c)(ii) of this sentence,
for Liens for normal and customary charges; or

                  (e)      the Inventory is obsolete or slow moving (in each
case as determined by the Agent) or the Inventory does not otherwise conform in
all material respects to the representations and warranties contained in the
Credit Agreement, the Security Agreement or any of the other Collateral
Documents; or

                  (f)      the Inventory was not manufactured in accordance with
or does not meet all standards imposed by all Requirements of Law or by any
government agency, or department or division thereof, having regulatory
authority over such goods or their manufacture, use or sale; or

                  (g)      the Inventory consists of spare parts for equipment,
packaging and shipping materials or supplies used or consumed in a Borrower's
business; or

                  (h)      the Inventory is purchased or sold on consignment
unless a consignment agreement in form and substance satisfactory to the Agent
is in place and appropriate financing statements have been filed; or

                  (i)      the Inventory is located outside the United States of
America or Canada (PROVIDED that, with respect to Inventory in Canada, Agent has
determined that it has a valid and perfected first priority security interest in
such Inventory); or

                  (j)      the Inventory is subject to a license agreement or
other arrangement with a third party which, in Agent's determination, restricts
the ability of Agent to exercise its rights

                                       16
<PAGE>

under any of the Credit Documents with respect to such Inventory unless such
third party has entered into an agreement in form and substance reasonably
satisfactory to Agent permitting Agent to exercise its rights with respect to
such Inventory or Agent has otherwise agreed to allow such Inventory to be
eligible in Agent's Permitted Discretion; or

                  (k)      the Inventory consists of work in process not
classified as amorphous resin.

         "END DATE" shall mean, for any Applicable Margin Period, the last day
of such Applicable Margin Period.

         "ENVIRONMENT" means ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, natural resources, the workplace or as otherwise defined in
any Environmental Law.

         "ENVIRONMENTAL CLAIM" means any accusation, allegation, notice of
violation, claim, demand, abatement order or other order or direction by any
Governmental Authority or any Person for any response or corrective action, any
damage, including, without limitation, personal injury (including sickness,
disease or death), tangible or intangible property damage, investigation,
remediation or other cost recovery, contribution, indemnity, consequential
damages, damage to the environment, nuisance, pollution, contamination or other
adverse effects on the Environment, or for fines or penalties, in each case
arising under any Environmental Law, including without limitation, relating to,
resulting from or in connection with Hazardous Materials and relating to any
Borrower, any of its Subsidiaries or any of their respective properties or
predecessors in interest.

         "ENVIRONMENTAL LAWS" means the common law and all United States
statutes, ordinances, orders, rules, regulations, judgments or decrees relating
to (i) pollution or protection of the Environment and public health and welfare,
including, without limitation, those relating to the Release or threatened
Release of Hazardous Materials, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational safety
and health, including, without limitation, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (42 U.S.C. Section 9601 et
seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et
seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section
6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251
et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), the Federal
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seq.), the
Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.) and the
Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et
seq.), each as amended or supplemented, and regulations promulgated pursuant
thereto, each as in effect as of the date of determination. When used with
reference to Foreign Subsidiaries, "Environmental Laws" shall mean the statutes,
ordinances, orders, rules, regulations, judgments or decrees of the applicable
foreign jurisdictions relating to the categories described in CLAUSES (i), (ii)
and (iii) above.

         "ENVIRONMENTAL LIEN" means a Lien in favor of a Governmental Authority
or other Person for any liability, damages, costs or any other obligation under
an Environmental Law.

                                       17
<PAGE>

         "EQUIPMENT" shall mean, with respect to any Person, all of such
Person's equipment, including machinery, equipment, office equipment and
supplies, computers and related equipment, furniture, furnishings, tools,
tooling, jigs, dies, fixtures, manufacturing implements, fork lifts, trucks,
trailers, motor vehicles, and other equipment.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
and all final or temporary regulations promulgated thereunder and published,
generally applicable rulings entitled to precedential effect.

         "ERISA AFFILIATE" shall mean any Person required at any relevant time
to be aggregated with any Borrower or any Subsidiary of any Borrower under
Sections 414(b), (c), (m) or (o) of the Code.

         "EVENT OF DEFAULT" shall have the meaning ascribed to that term in
ARTICLE 9 of this Credit Agreement.

         "EXPENSES" shall mean all present and future reasonable expenses
incurred by or on behalf of the Agent, in its capacity as Agent, in connection
with the Credit Agreement, any other Credit Document or otherwise, whether
incurred heretofore or hereafter, which expenses shall include, without being
limited to, the cost of record searches, the reasonable fees and expenses of
attorneys (including the allocated cost of internal counsel) and paralegals, all
reasonable costs and expenses incurred by the Agent in opening bank accounts and
lockboxes, depositing checks, receiving and transferring funds, and any
reasonable charges imposed on the Agent due to insufficient funds of deposited
checks and the Agent's standard fee relating thereto, collateral examination
fees and expenses, reasonable fees and expenses of accountants, appraisers,
field examiners or other consultants, experts or advisors employed or retained
by the Agent, reasonable fees and expenses incurred by the Agent in connection
with the initial assignments of the Loans, fees and taxes relative to the filing
of financing statements, costs of preparing and recording any other Collateral
Documents, all expenses and costs referred to in ARTICLE 4 of this Credit
Agreement, all other reasonable fees and expenses required to be paid pursuant
to the Fee Letter and all reasonable fees and expenses incurred in connection
with releasing Collateral and the amendment or termination of any of the Credit
Documents.

         "EXPIRATION DATE" shall mean the earlier of (a) February 10, 2009 and
(b) the date of the termination or reduction to zero (0) of the Commitments.

         "EXPOSURE" shall have the meaning ascribed to that term in the
definition of "Majority Lenders".

         "FEDERAL FUNDS RATE" shall mean, for any period, a fluctuating interest
rate per annum equal, for each day during such period, to the weighted average
of the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by it.

                                       18
<PAGE>

         "FEE LETTER" shall mean that certain letter agreement dated January __,
2004 between the Agent and Wellman and providing for the payment of certain fees
in connection with this Credit Agreement.

         "FEES" shall mean the Unused Line Fee, the Letter of Credit Fees and
the Issuing Bank Fees, and, without duplication, all fees payable by the
Borrowers under the Fee Letter.

         "FINANCIAL STATEMENTS" shall mean the consolidated balance sheets,
statements of income, cash flows and shareholder's equity of the Consolidated
Entity for the period specified.

         "FINANCING TRANSACTIONS" means, collectively, (i) the repayment of
Wellman's outstanding amounts under its existing $275 million revolving credit
facility and the termination of such facility, (ii) the repayment and retirement
of Wellman's (a) $35 million in outstanding indebtedness to The Metropolitan
Life Insurance Company due in November 2004, (b) $40 million in outstanding
indebtedness to John Hancock Life Insurance Company and others due in December
2011 and (c) $25 million in outstanding indebtedness to John Hancock Life
Insurance Company and others due in September 2009, (iii) the repayment and
retirement of Wellman's $150 million synthetic lease facility of PermaClear
maturing in July 2004, (iv) the repayment of all outstanding amounts under and
the termination of Wellman's existing accounts receivables facility, (v) the
prepayment of a raw material contract for no more than $81 million and the
purchase of the stock of the entity holding such raw material contract for not
more than $5 million, and (vi) the termination of certain swap agreements of
approximately $12.0 million (the agreements, contracts, facilities or
arrangements set forth in clauses (i) through (vi) above, each a "REFINANCED
FACILITY").

         "FIRST LIEN CREDIT AGREEMENT" shall have the meaning given such term in
the definition of First Lien Credit Facility.

         "FIRST LIEN CREDIT FACILITY" means the term loan credit agreement
providing for $185.0 million in term loans (the "FIRST LIEN CREDIT AGREEMENT")
to be entered into on the date hereof, between Wellman, the lenders party
thereto in their capacities as lenders thereunder and DBTCA, as administrative
agent, together with the related documents thereto (including, without
limitation, any guarantee, collateral and security agreements and/or documents),
in each case as such agreements may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including adding Subsidiaries of Wellman as additional
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

         "FIRST LIEN CREDIT FACILITY AGENT" shall mean the Administrative Agent
(as defined in the First Lien Credit Agreement).

         "FIRST LIEN CREDIT FACILITY COLLATERAL" means the collateral securing
Wellman's obligations under the First Lien Credit Facility.

         "FISCAL QUARTER" shall mean any of the quarterly accounting periods of
Borrowers, ending on March 31, June 30, September 30 and December 31 of each
year.

                                       19
<PAGE>

         "FISCAL YEAR" shall mean any of the annual accounting periods of
Borrowers ending on December 31 of each year.

         "FIXED RATE DIFFERENCE" shall have the meaning given such term in
SECTION 7.18.

         "FOREIGN LENDER" shall mean any Lender or Issuing Bank organized under
the laws of a jurisdiction outside of the United States.

         "FOREIGN SUBSIDIARY" shall mean each Subsidiary of a Borrower that is
incorporated or organized under the laws of and conducts substantially all of
its business in any jurisdictions other than the United States, any State
thereof, the United States Virgin Islands or Puerto Rico.

         "FUNDING BANK" shall have the meaning ascribed to that term in SECTION
4.9.

         "FUNDS ADMINISTRATOR" shall mean Wellman in its capacity as borrowing
agent and funds administrator for the Borrowers hereunder and under each of the
other Credit Documents.

         "GAAP" shall mean generally accepted accounting principles in the
United States as in effect from time to time.

         "GOVERNING DOCUMENTS" shall mean, as to any Person, the certificate or
articles of incorporation and by-laws or other organizational or governing
documents of such Person.

         "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "GUARANTY" of any Person means any liability, contingent or otherwise,
of such Person (other than an endorsement for collection or deposit and standard
contractual indemnities, in each case, in the ordinary course of business) (a)
to pay any liability of any other Person or to otherwise protect, or having the
practical effect of protecting, the holder of any such Liability against loss
(whether such obligation arises by virtue of such Person being a partner of a
partnership or participant in a joint venture or by agreement to pay, to keep
well, to maintain solvency, assets, level of income or other financial
condition, to purchase assets, goods, securities or services or to take or pay,
or otherwise) or (b) incurred in connection with the issuance by a third Person
of a Guaranty of any liability of any other Person (whether such obligation
arises by agreement to reimburse or indemnify such third Person or otherwise).
The word "Guarantee" when used as a verb has the correlative meaning.

         "GUARANTEE OBLIGATIONS" shall mean, as to any Person, without
duplication, any direct or indirect obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, dividend, Capitalized Lease Obligation
or operating lease, any other lease or other obligation ("primary obligations")
of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent: (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor; (ii) to advance or
supply funds (a) for the purchase or payment of any such primary obligation, or
(b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; (iii) to

                                       20
<PAGE>

purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation; or (iv) otherwise to assure or hold
harmless the owner of such primary obligation against loss in respect thereof,
PROVIDED, however, that the term Guarantee Obligations shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business or guarantees in respect of trade payables of Wellman and its
Subsidiaries. The amount of any Guarantee Obligation at any time shall be deemed
to be an amount equal to the lesser at such time of (x) the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made or (y) the maximum amount for which such Person may be liable
pursuant to the terms of the instrument embodying such Guarantee Obligation; or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof; PROVIDED, however, as to any Derivative Transaction, such
amount shall be calculated by reference to the mark to market termination value
of the relevant Derivative Transaction as of the last day of the preceding month
or as of the day most recently requested by the Agent.

         "GUARDWELL" shall mean Guardwell Insurance Company, a Vermont
corporation.

         "HAZARDOUS MATERIALS" means any pollutant, contaminant, waste,
chemical, material or substance or constituent, including without limitation,
any petroleum or petroleum products, radioactive materials, asbestos in any form
that is or could become friable and require abatement, transformers or other
equipment that contain dielectric fluid containing polychlorinated biphenyls,
and radon gas, subject to regulation or which could give rise to liability under
Environmental Laws.

         "HIGHEST LAWFUL RATE" shall mean, at any time when any Obligations
shall be outstanding hereunder, the maximum nonusurious interest rate, that then
may be contracted for, taken, reserved, charged or received on the Obligations
owing under this Credit Agreement or any of the other Credit Documents, under
(a) the laws of the State of New York (or the law of any other jurisdiction
whose laws may be mandatorily applicable notwithstanding other provisions of
this Credit Agreement and the other Credit Documents) or (b) if higher,
applicable federal laws, in any case after taking into account, to the extent
permitted by applicable law, any and all relevant payments or charges under this
Credit Agreement and any other Credit Documents executed in connection herewith,
and any available exemptions, exceptions and exclusions.

         "IMMATERIAL SUBSIDIARY" shall mean as of any date of determination, any
Subsidiary of a Borrower that, as of the most recently ended fiscal quarter, has
gross assets of less than $5.0 million.

         "INDEBTEDNESS" means, with respect to any Person, without duplication

                           (i)      all indebtedness, obligations and
                  liabilities of such Person for borrowed money,

                           (ii)     that portion of obligations with respect to
                  Capitalized Lease Obligations that is properly classified as a
                  liability on a balance sheet of such Person in conformity with
                  GAAP,

                                       21
<PAGE>

                           (iii)    notes payable and drafts accepted
                  representing extensions of credit, whether or not representing
                  obligations for borrowed money, of such Person,

                           (iv)     any indebtedness, obligation or liability of
                  such Person owed for all or any part of the deferred purchase
                  price of property or services, conditional sale obligations
                  and obligations under title retention agreements (excluding
                  any such obligations incurred under ERISA), which purchase
                  price is (a) due more than six months (or a longer period of
                  up to one year, if such terms are available from suppliers in
                  the ordinary course of business) from the date of incurrence
                  of the obligation in respect thereof or (b) evidenced by a
                  note or similar written instrument,

                           (v)      all indebtedness, obligations and
                  liabilities (other than those constituting an operating lease)
                  secured by any Lien on any property or asset owned or held by
                  that Person regardless of whether the indebtedness secured
                  thereby shall have been assumed by that Person or is
                  nonrecourse to the credit of that Person,

                           (vi)     Guarantee Obligations of such Person,

                           (vii)    guarantees and other contingent obligations
                  in respect of indebtedness referred to in clauses (i) through
                  (v) above,

                           (viii)   all Disqualified Capital Securities issued
                  by such Person with the amount of Indebtedness represented by
                  such Disqualified Capital Securities being equal to the
                  greater of its voluntary or involuntary liquidation preference
                  and its maximum fixed repurchase price, but excluding accrued
                  dividends, if any,

                           (ix)     Attributable Indebtedness of such Person;
                  and

                           (x)      the mark to market termination value, if
                  any, of all Derivative Transactions to the extent such
                  transactions should be reflected on the balance sheet of such
                  Person.

         For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Securities which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Securities as if such Disqualified Capital Securities were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this Credit
Agreement, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Securities, such fair market value to be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Securities. Notwithstanding the foregoing,
"Indebtedness" shall not include trade payables and accrued liabilities incurred
in the ordinary course of business for the purchase of goods or services which
are not secured by a Lien other than a Permitted Lien and which are not overdue
by more than 180 days. Indebtedness shall not include deferred payments on
intercompany sales pursuant to appropriate transfer pricing terms and which are
paid within forty-five (45) days. For purposes of this Credit Agreement,
"Indebtedness" shall not include the net obligations under the Option if (i)
such obligations are not payable prior to two years after the maturity of the
Loans, (ii) such

                                       22
<PAGE>

obligations are subordinated on terms satisfactory to the Agent and (iii) the
Agent has a perfected security interest in the Option for the benefit of the
Lenders.

         "INTELLECTUAL PROPERTY" shall mean, with respect to any Person, all of
such Person's now owned and hereafter arising or acquired: patents, patent
rights, patent applications, copyrights, works which are the subject matter of
copyrights, copyright registrations, trademarks, trade names, trade styles,
trademark and service mark applications, and licenses and rights to use any of
the foregoing; all extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing; all rights to sue for past,
present and future infringement of any of the foregoing; inventions, trade
secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys,
reports, manuals, and operating standards; goodwill (including any goodwill
associated with any trademark or the license of any trademark); customer and
other lists in whatever form maintained; and trade secret rights, copyright
rights, rights in works of authorship, domain names and domain name
registrations; software and contract rights relating to software, in whatever
form created or maintained.

         "INTERCOMPANY INDEBTEDNESS" means any Indebtedness of a Borrower or any
Subsidiary Guarantor or Wholly-Owned Subsidiary of a Borrower that is not a
Subsidiary Guarantor that, in the case of a Borrower, is owing to any other
Borrower, any Subsidiary Guarantor or Wholly-Owned Subsidiary of a Borrower that
is not a Subsidiary Guarantor and that, in the case of any such Subsidiary, is
owing to a Borrower or any Subsidiary Guarantor or Wholly-Owned Subsidiary of a
Borrower that is not a Subsidiary Guarantor; provided that if as of any date any
Person other than a Borrower or a Subsidiary Guarantor or Wholly-Owned
Subsidiary of a Borrower that is not a Subsidiary Guarantor owns or holds such
Indebtedness, or holds any Lien in respect thereof, such Indebtedness shall no
longer be Intercompany Indebtedness permitted to be incurred pursuant to SECTION
8.3(d).

         "INTERCREDITOR AGREEMENT" that certain Intercreditor Agreement, dated
as of the Closing Date, by and among the Agent, the First Lien Credit Facility
Agent and the Second Lien Credit Facility Agent.

         "INTEREST PERIOD" shall mean a period, commencing, in the case of the
first Interest Period applicable to a LIBOR Rate Loan, on the date of the making
of, or conversion into, such Loan, and, in the case of each subsequent,
successive Interest Period applicable thereto, on the last day of the
immediately preceding Interest Period. The duration of each such Interest Period
shall be one, two, three or six (and if available to all Lenders, nine or
twelve) months, in each case as the Funds Administrator may, in an appropriate
Notice of Borrowing, Notice of Continuation or Notice of Conversion, select;
PROVIDED that the Funds Administrator may not select any Interest Period that
ends after the Expiration Date. Whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day,
PROVIDED that if such extension would cause the last day of such Interest Period
to occur in the next following calendar month, the last day of such Interest
Period shall occur on the next preceding Business Day.

         "INTEREST RATE AGREEMENT" means any agreement evidencing an interest
rate transaction, including an interest rate swap, basis swap, forward rate
agreement, interest rate

                                       23
<PAGE>

option (including a cap, collar or floor), and any other instrument linked to
interest rates that gives rise to similar credit risks.

         "INTERIM ADVANCE" shall mean a Loan made by the Agent to the Borrowers
pursuant to SECTION 2.2(b)(i).

         "INTERIM ADVANCE PERIOD" shall have the meaning ascribed to that term
in SECTION 2.2(b)(i).

         "INTERNAL REVENUE SERVICE" or "IRS" shall mean the United States
Internal Revenue Service and any successor agency.

         "INVENTORY" shall mean, with respect to any Person, all of such
Person's inventory, including: (a) all raw materials, work in process, parts,
components, assemblies, supplies and materials used or consumed in such Person's
business; (b) all goods, wares and merchandise, finished or unfinished, held for
sale or lease or leased or furnished or to be furnished under contracts of
service; and (c) all goods returned or repossessed by such Person.

         "INVESTMENT" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a Guarantee
Obligation) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition by such Person of any Capital
Securities, bonds, notes, debentures or other securities or evidences of
Indebtedness issued by, any other Person. "Investment" shall exclude extensions
of trade credit in the ordinary course and deposits to secure leases by the
Company and its Subsidiaries in the ordinary course of business of the Company
or such Subsidiary, in each case, as the case may be. In determining the
aggregate amount of Investments outstanding at any particular time, without
duplication (a) the amount of any Investment represented by a Guaranty shall be
taken at not less than the principal amount of the Liabilities to which such
Guaranty is applicable and still outstanding; (b) there shall be deducted in
respect of each such Investment (but not in excess of the amount of such
Investment) any amount received after the Closing Date in cash in respect of
such Investment but in no event in connection with the Transactions as a return
of capital, dividend, interest or otherwise; and (c) there shall not be deducted
from the original amount of any Investment, and such Investment shall be deemed
to continue to be "outstanding" in such original amount notwithstanding, any (i)
decrease in the market value thereof or (ii) amount thereof that may have been
forgiven, released, cancelled or otherwise nullified or held to be invalid.
Notwithstanding the foregoing, for purposes of determining the aggregate amount
of Investments in Foreign Subsidiaries, "Investment" shall also include the
transfer of assets, whether by dividend on Capital Securities, redemption of
such Capital Securities or otherwise, in each case, net of such transfers
received after the Closing Date by Borrowers and Domestic Subsidiaries from
Foreign Subsidiaries but in no event in connection with the Transactions.

         "INVESTMENT PROPERTY" shall have the meaning given such term under
Article 9 of the UCC.

                                       24
<PAGE>

         "ISSUING BANK" shall mean DBTCo. or (a) any Lender or (b) any Affiliate
of a Lender that, in either case, is acceptable to the Agent and has agreed to
issue a Letter of Credit for the account of the Borrowers under this Credit
Agreement.

         "ISSUING BANK FEES" shall have the meaning ascribed to that term in
SECTION 4.6(b).

         "L/C INTEREST RATE" shall have the meaning ascribed to that term in
SECTION 3.5(b).

         "L/C NOTICE OF DRAWING" shall mean the date on which the Issuing Bank
provides Agent with notice that a drawing has been made under a Letter of
Credit.

         "L/C PARTICIPATION" shall have the meaning ascribed to that term in
SECTION 3.4.

         "L/C PARTICIPATION FUNDING AMOUNT" shall have the meaning ascribed to
that term in SECTION 3.6(b)(i)(A).

         "L/C PARTICIPATION FUNDING DATE" shall have the meaning ascribed to
that term in SECTION 3.6(b)(ii).

         "L/C PARTICIPATION FUNDING NOTICE" shall have the meaning ascribed to
that term in SECTION 3.6(b)(i)(A).

         "LENDER" shall, subject to SECTION 11.18(c)(ii), mean (a) each Person
listed as a "Lender" on the signature pages hereof and (b) each Person that has
been assigned any or all of the rights and obligations of a Lender pursuant to
SECTION 11.6(c).

         "LETTER OF CREDIT" shall mean all letters of credit (whether commercial
or stand-by and whether for the purchase of inventory, equipment or otherwise)
issued for the account of any Borrower by an Issuing Bank pursuant to ARTICLE 3
of this Credit Agreement and all amendments, renewals, extensions or
replacements thereof.

         "LETTER OF CREDIT FEES" shall have the meaning ascribed to that term in
SECTION 4.6(a)(i).

         "LETTER OF CREDIT OBLIGATIONS" shall mean, at any time, the sum of (a)
the aggregate undrawn face amounts of all Letters of Credit outstanding at such
time, PLUS (b) the aggregate unreimbursed amount of all drawings under Letters
of Credit.

         "LETTER OF CREDIT REQUEST" shall have the meaning ascribed to that term
in SECTION 3.2(a).

         "LEVERAGE RATIO" shall mean, as at the last day of any Fiscal Quarter,
the ratio of Total Debt as of the last day of such Fiscal Quarter to
Consolidated EBITDA for the twelve month period ending as of the last day of
such Fiscal Quarter.

         "LIABILITY" of any Person shall mean (in each case, whether with full
or limited recourse) any indebtedness, liability, obligation, covenant or duty
of or binding upon, or any term or condition to be observed by or binding upon,
such Person or any of its assets, of any

                                       25
<PAGE>

kind, nature or description, direct or indirect, absolute or contingent, due or
not due, contractual or tortious, liquidated or unliquidated, whether arising
under contract, Requirement of Law, or otherwise, whether now existing or
hereafter arising, and whether for the payment of money or the performance or
non-performance of any act.

         "LIBOR LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its "LIBOR Lending Office" opposite its name
on ANNEX I or in the relevant Assignment and Acceptance Agreement (or, if no
such office is specified, its Domestic Lending Office), or such other office or
Affiliate of such Lender as such Lender may from time to time specify to the
Funds Administrator and the Agent.

         "LIBOR MARGIN" shall mean, at any time, the Applicable Margin for LIBOR
Rate Loans at such time.

         "LIBOR RATE" shall mean, with respect to any Interest Period, (a) the
rate per annum for Dollar deposits approximately equal to the principal amount
of the LIBOR Rate Loans for which the LIBOR Rate is being determined and with
maturities comparable to the Interest Period for which such LIBOR Rate would
apply, which appears on the Telerate Page 3750 at approximately 11:00 A.M.,
London time, on the day that is two (2) Business Days prior to the first day of
such Interest Period and (b) if no such rate so appears on the Telerate Page
3750, an interest rate per annum equal to the rate (rounded upward to the
nearest whole multiple of one-sixteenth (1/16) of one percent (1.00%) per annum,
if such rate is not such a multiple) of the offered quotation, if any, to first
class banks in the London (U.K.) interbank market by Deutsche Bank for Dollar
deposits of amounts in immediately available funds comparable to the principal
amount of the LIBOR Rate Loans for which the LIBOR Rate is being determined with
maturities comparable to the Interest Period for which such LIBOR Rate will
apply as of approximately 10:00 A.M. (New York City time) two (2) Business Days
prior to the commencement of such Interest Period. The term "TELERATE PAGE 3750"
shall mean the display designated as Page 3750 on the Telerate Services (or such
other page as may replace such page on such service for the purpose of
displaying a comparable rate).

         "LIBOR RATE LOAN" shall mean a Loan that bears, or is to bear, interest
by reference to the LIBOR Rate.

         "LIEN(s)" shall mean (a) any lien, claim, charge, pledge, security
interest, deed of trust, mortgage, other encumbrance or other arrangement (other
than a deposit consisting solely of a Letter of Credit) having the practical
effect of the foregoing or other preferential arrangement of any other kind and
shall include the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement and (b) in addition,
in the case of any investment property, any contract or other arrangement,
express or implied, under which any Person has the right to control such
investment property.

         "LINE OF CREDIT" shall mean, at any time, an amount equal to the
aggregate amount, at such time, of the Commitments.

         "LOANS" shall mean amounts advanced by Agent or a Lender pursuant to
SECTION 2.1, 2.2(b), 2.2(c), 3.6 or any other provision of this Credit
Agreement.

                                       26
<PAGE>

         "LOCKBOXES" shall have the meaning ascribed to that term in SECTION
2.5(b)(i).

         "MAJORITY LENDERS" shall mean, at any time, those Lenders having more
than 50% of the aggregate amount of the Commitments or, if the Commitments shall
have expired or been terminated, Lenders having more than 50% of the aggregate
amount of the outstanding Exposures; and for this purpose, a Lender's "EXPOSURE"
shall mean (assuming that any Interim Advances have been settled) the aggregate
amount of such Lender's outstanding Loans PLUS such Lender's Proportionate Share
of outstanding Letter of Credit Obligations.

         "MANDATORILY REDEEMABLE OBLIGATION" shall mean a Liability of any
Borrower or any Subsidiary of any Borrower, or a Liability of another Person
Guaranteed by any Borrower or any Subsidiary of any Borrower, to the extent
that, in either case, it is redeemable, payable or required to be purchased or
otherwise retired or extinguished (a) at a fixed or determinable date, whether
by operation of sinking fund or otherwise, (b) at the option of any Person other
than such Borrower or such Subsidiary or (c) upon the occurrence of a condition
not solely within the control of such Borrower or such Subsidiary, such as a
redemption required to be made out of future earnings.

         "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on (a)
the business, operations, results of operations, assets, liabilities or
condition (financial or otherwise) of the Credit Parties taken as a whole or a
substantial portion of the Collateral, (b) any Credit Party's ability to perform
its material obligations under the Credit Documents to which it is a party or
(c) the rights and remedies of the Agent, the Lenders or any Issuing Bank under
any Credit Document.

         "MATERIAL CONTRACT" shall mean any contract, lease, license indenture,
agreement, commitment or other arrangement (other than the Credit Documents),
whether written or oral, to which any Borrower or any Subsidiary of any Borrower
is a party with respect to which breaches, performances, nonperformances,
cancellations or failures to renew or replace by any party thereto singly or in
the aggregate would reasonably be expected to have a Material Adverse Effect.

         "MULTIEMPLOYER PLAN" shall mean a "multiemployer plan" as defined in
Sections 3(37) or 400l(a)(3) of ERISA and (a) which is, or within the
immediately preceding six (6) years was, contributed to by any Borrower, any
Subsidiary of any Borrower or any ERISA Affiliate or (b) with respect to which
any Borrower or any Subsidiary of any Borrower may incur any liability.

         "NET ORDERLY LIQUIDATION VALUE" shall mean (a) the "net orderly
liquidation value" determined by a valuation company acceptable to the Agent
after performance of an Inventory valuation to be done at the Agent's request
and the Borrowers' expense, less the amount estimated by such valuation company
for marshalling, reconditioning, carrying, and sales expenses designed to
maximize the resale value of such Inventory and assuming that the time required
to dispose of such Inventory is customary with respect to such Inventory; or (b)
if no such Inventory valuation has been requested by the Agent, the value
customarily attributed to Inventory in the appraisal industry for Inventory of
similar quality and quantity, and similarly dispersed (under similar and
relevant circumstances under standard asset-based lending

                                       27
<PAGE>

procedures), at the time of the valuation, less the amount customarily estimated
in the appraisal industry at the time of any determination for marshalling,
recondition, carrying, and sales expenses designed to maximize the resale value
of such Inventory and assuming that the time required to dispose of such
Inventory is customary with respect to such Inventory.

         "NOTE" shall mean a promissory note of the Borrowers payable to the
order of any Lender, in the form of EXHIBIT B, evidencing the aggregate
Indebtedness of the Borrowers to such Lender resulting from the Loans made by
such Lender or acquired by such Lender pursuant to SECTION 11.6.

         "NOTICE OF BORROWING" shall have the meaning ascribed to that term in
SECTION 2.2(a)(i).

         "NOTICE OF CONTINUATION" shall have the meaning ascribed to that term
in SECTION 4.3(a).

         "NOTICE OF CONVERSION" shall have the meaning ascribed to that term in
SECTION 4.3(b).

         "OBLIGATIONS" shall mean (a) the unpaid principal of and interest on
the Loans and the Notes, (b) the obligation of the Borrowers to pay to an
Issuing Bank the amounts of all drawings together with interest accrued thereon
at the L/C Interest Rate, made under Letters of Credit of such Issuing Bank, (c)
the Fees, (d) the Expenses, (e) all other Liabilities of the respective Credit
Parties to the Agent, the Collateral Agent and any Lender (in its capacity as
such and not in its capacity as an Issuing Bank), which may arise under, out of,
or in connection with, the Credit Agreement, the Notes, any other Credit
Document, and (f) all other Liabilities of the respective Borrowers to an
Issuing Bank under all its L/C Applications and Letters of Credit. As used in
CLAUSES (a), (b) AND (c) and wherever else the determination of the amount of
"interest" is relevant, "interest" shall include interest accruing on or after
the filing of, or what would have accrued but for the filing of, any petition in
bankruptcy, or the commencement of any insolvency, reorganization, or like
proceeding, relating to any Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding.

         "OPTION" means an option agreement on terms and in form and substance
satisfactory to the Agent between Wellman and a Foreign Subsidiary relating to
the value of the common stock of Wellman pursuant to which any settlement is
deferred until at least two years beyond the final maturity of this Credit
Agreement.

         "OTHER TAXES" shall have the meaning ascribed to that term in SECTION
2.8(b).

         "PAYMENT" shall have the meaning ascribed to that term in SECTION 2.10.

         "PAYMENT RESTRICTION" means any encumbrance or restriction on the
ability of any Subsidiary of any Borrower to (a) pay dividends or make any other
distributions on its Capital Securities or any other interest or participation
in, or measured by, its profits; (b) make loans or advances or pay any
Indebtedness or other obligation owed to any Borrower or to any Subsidiary of
any Borrower; or (c) transfer any of its property or assets to any Borrower or
to any Subsidiary of any Borrower.

                                       28
<PAGE>

         "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
Person succeeding to the functions thereof.

         "PEARL RIVER PROJECT" shall mean the conversion of certain assets
located at Wellman's facility located in Hancock County, Mississippi from the
production of fiber products to the production of resin products.

         "PERMITTED DISCRETION" shall mean the Agent's judgment exercised in
good faith based upon its consideration of any factor which the Agent believes
in good faith: (a) will or could adversely affect the value of any Collateral,
the enforceability or priority of the Agent's Liens thereon or the amount which
the Agent, the Lenders or any Issuing Bank would be likely to receive (after
giving consideration to delays in payment and costs of enforcement) in the
liquidation of such Collateral; (b) suggests that any collateral report or
financial information delivered to the Agent by any Person on behalf of any
Borrower is incomplete, inaccurate or misleading in any material respect; or (c)
materially increases the likelihood of a bankruptcy, reorganization or other
insolvency proceeding involving any Borrower or any Subsidiary of any Borrower.
In exercising such judgment, the Agent may consider such factors already
included in or tested by the definition of Eligible Accounts Receivable or
Eligible Inventory, as well as any of the following: (i) the changes in
collection history and dilution with respect to the Accounts; (ii) changes in
demand for, pricing of, or product mix of Inventory; (iii) changes in any
concentration of risk with respect to the respective Borrowers' Accounts or
Inventory; and (iv) any other factors that change the credit risk of lending to
any Borrower on the security of any Borrowers' Accounts or Inventory. The burden
of establishing lack of good faith hereunder shall be on the Borrowers.

         "PERMITTED HOLDER" shall mean Warburg Pincus VIII, L.P. and its
Affiliates.

         "PERMITTED LIEN" shall have the meaning given such term in SECTION 8.4.

         "PERMITTED RESTRICTIVE COVENANT" shall mean (a) any covenant or
restriction contained in any Credit Document, (b) any covenant or restriction
binding upon any Person at the time such Person becomes a Subsidiary of any
Borrower if the same is not created in contemplation thereof, (b) any covenant
or restriction of the type contained in SECTION 8.4 that is contained in any
contract evidencing or providing for the creation of or concerning Indebtedness
secured by any asset so long as such covenant or restriction is limited to the
property purchased therewith or assets secured thereby and proceeds thereof, (d)
any covenant or restriction described in SECTION 8.13, but only to the extent
such covenant or restriction is there identified by specific reference to the
provision of the contract in which such covenant or restriction is contained or
(e) any covenant or restriction that (i) is not more burdensome than an existing
Permitted Restrictive Covenant permitted by CLAUSE (b), (c) OR (s) above; (ii)
is contained in a contract constituting a renewal, extension or replacement of
the Contract in which such existing Permitted Restrictive Covenant is contained;
and (iii) is binding only on the Person or Persons bound by such existing
Permitted Restrictive Covenant.

         "PERSON" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, association, corporation,
limited liability company, institution,

                                       29
<PAGE>

entity, party or government (including any division, agency or department
thereof), and, as applicable, the successors, heirs and assigns of each.

         "PLAN" shall mean any employee benefit plan (within the meaning of
Section 3(3) of ERISA), whether oral or written, maintained or contributed to by
any Borrower, any Subsidiary of any Borrower or any ERISA Affiliate, or with
respect to which any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate, may incur liability.

         "PLEDGE AGREEMENT" shall mean the Pledge Agreement of even date
herewith by and among the Collateral Agent, the Borrowers and the Subsidiary
Guarantors, as such agreement may be amended, restated or otherwise modified and
in effect.

         "PREFERRED STOCK" of any Person means any Capital Securities of such
Person that has preferential rights (as compared to any other Capital Securities
of such Person) with respect to dividends or redemptions or upon liquidation.

         "PRIME LENDING RATE" shall mean the rate that Deutsche Bank announces
from time to time in New York, New York as its prime lending rate in the United
States, as in effect from time to time. The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. Deutsche Bank, DBTCo. and each of the other Lenders may make
commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

         "PRIME RATE LOAN" shall mean a Loan that bears, or is to bear, interest
by reference to the Prime Lending Rate.

         "PRO FORMA BORROWING BASE CERTIFICATE" shall have the meaning given
such term in SECTION 2.4(e).

         "PROHIBITED TRANSACTION" shall mean any transaction that is prohibited
under Code Section 4975 or ERISA Section 406 and not exempt under Code Section
4975 or ERISA Section 408.

         "PROPORTIONATE SHARE" shall, subject to SECTION 11.18(c)(ii), mean,
with respect to any Lender, a fraction (expressed as a percentage), the
numerator of which shall be the amount of such Lender's Commitment and the
denominator of which shall be the Total Commitments or, if the Commitments have
been terminated, a fraction the numerator of which shall be the principal amount
of such Lender's Exposure and the denominator of which shall be the aggregate
amount of all Exposures of all Lenders then outstanding.

         "PURCHASE MONEY LIENS" shall mean Liens on any item of Equipment or
Real Property of any Credit Party acquired after the date of this Credit
Agreement to secure the purchase price thereof, PROVIDED that: (a) each such
Lien shall attach only to the property to be acquired and proceeds thereof; and
(b) the debt incurred in connection with such acquisitions shall not exceed the
amount of the purchase price of such items of Equipment or Real Property then
being financed.

                                       30
<PAGE>

         "REAL PROPERTY" means, collectively, all right, title and interest
(including any leasehold estate) in and to any and all parcels of or interests
in real property owned, leased or operated by any Person, whether by lease,
license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights
and other property and rights incidental to the ownership, lease or operation
thereof.

         "REAL PROPERTY ASSETS" means interests in Real Property, including
improvements and fixtures attached thereto or used in the operation thereof, in
each case owned or leased (as lessee) by any Borrower or any of its Domestic
Subsidiaries.

         "REDUCED RATE" shall have the meaning ascribed to that term in SECTION
2.8(e), relating to backup withholding tax.

         "REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto.

         "REIMBURSEMENT AGREEMENT" shall have the meaning ascribed to that term
in CLAUSE (b) of the definition of "L/C APPLICATION."

         "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Materials), including, without limitation, the movement of any Hazardous
Material through the air, soil, surface water, groundwater or property.

         "REPORTABLE EVENT" shall mean any of the events described in Section
4043 of ERISA and the regulations thereunder, for which notice to the PBGC has
not been waived.

         "REQUIREMENT OF LAW" shall mean, as to any Person, the Governing
Documents of such Person, and any law, treaty, rule, regulation, direction,
ordinance, criterion or guideline or determination of a court or other
Governmental Authority or determination of an arbitrator, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

         "RESPONSIBLE OFFICER" means any of the chairman of the board of
directors, the president, any executive vice president, senior vice president,
the controller, chief financial officer, any vice president, the treasurer, the
assistant treasurer, chief accounting officer or the secretary or any other
similar officer or position.

         "RESTRICTED PAYMENT" means, with respect to any Person, (a) any payment
with respect to or on account of any of the Capital Securities of such Person,
including any dividend or other distribution on, any payment of interest on or
principal of, and any payment on account of any purchase, redemption,
retirement, exchange, defeasance or conversion of, or on account of any claim
relating to or arising out of Wellman's offer, sale or purchase of, any such
Capital Securities and (b) any optional payment or prepayment on or redemption,
retirement, (including by making payments to a sinking or analogous fund),
repurchase, defeasance or other acquisition

                                       31
<PAGE>

of, any Subordinated Indebtedness. For the purposes of this definition, a
"payment" shall include the transfer of any asset or the incurrence of any
Indebtedness or other Liability (the amount of any such payment to be the fair
market value of such asset or the amount of such obligation, respectively) but
shall not include the issuance by such Person to the holders of a class or
series of a class of its Capital Securities of the same class and, if
applicable, series, other than, in the case of any Borrower or any Subsidiary of
any Borrower, Mandatorily Redeemable Obligations.

         "RETIREE WELFARE PLAN" means, at any time, a welfare plan (as defined
in Section 3(1) of ERISA) that provides for continuing coverage or benefits for
any participant or any beneficiary of a participant after such participant's
termination of employment, other than continuation coverage provided pursuant to
Section 4980B of the Code and at the sole expense of the participant or the
beneficiary of the participant.

         "SALE AND LEASEBACK TRANSACTION" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party providing for the leasing by such
Person of any property or asset of such Person which has been or is being sold
or transferred by such Person to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or asset

         "SECOND LIEN CREDIT AGREEMENT" shall have the meaning given such term
in the definition of Second Lien Credit Facility.

         "SECOND LIEN CREDIT FACILITY" means the term loan credit agreement
providing for $265.0 million in term loans (the "SECOND LIEN CREDIT AGREEMENT")
to be entered into on the date hereof, between Wellman, the lenders party
thereto in their capacities as lenders thereunder and DBTCA, as administrative
agent, together with the related documents thereto (including, without
limitation, any guarantee, collateral and security agreements and/or documents),
in each case as such agreements may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including adding Subsidiaries of Wellman as additional
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

         "SECOND LIEN CREDIT FACILITY AGENT" shall mean the Administrative Agent
(as defined in the Second Lien Credit Agreement).

         "SECOND LIEN CREDIT FACILITY COLLATERAL" means the collateral securing
Wellman's obligations under the Second Lien Credit Facility.

         "SECURED PARTIES" has the meaning provided in the respective Collateral
Documents to the extent defined therein and shall include any Person who is
granted a security interest in any Credit Document.

         "SECURITY AGREEMENT" shall mean the Security Agreement, of even date
herewith, among the Agent, the Borrowers and the Subsidiary Guarantors, as such
agreement may be amended, restated or otherwise modified and in effect.

                                       32
<PAGE>

         "SERVING AFFILIATE" shall mean an Affiliate of a Lender that is an
Issuing Bank.

         "SETTLEMENT DATE" shall have the meaning ascribed to that term in
SECTION 2.3(b)(i).

         "SOLVENT" means with respect to any Person (i) the sum of the assets,
at a fair valuation (determined on a going concern basis), of such Person
exceeds its debts; (ii) such Person has not incurred, nor intends to, nor
believes that it will, incur debts beyond its ability to pay such debts as such
debts mature; and (iii) such Person has sufficient capital with which to conduct
its business. For purposes of this definition "debt" means any liability on a
claim, and "claim" means (y) any right to payment, whether or not such a right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured
(including all obligations, if any, under any Plan or the equivalent for
unfunded past service liability, and any other unfunded medical and death
benefits) or (z) any right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

         "START DATE" shall mean, with respect to any Applicable Margin Period,
the first day of such Applicable Margin Period.

         "SUBORDINATED INDEBTEDNESS" shall mean Indebtedness of Wellman or any
of its Subsidiaries which is expressly subordinated in right of payment to the
Loans or the Guarantee of such Subsidiary Guarantor, as the case may be.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of stock or other equity interest entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereto is at the time owned, directly or indirectly, by
that Person.

         "SUBSIDIARY GUARANTOR" shall mean any Domestic Subsidiary of Wellman
that is party to the Subsidiary Guaranty.

         "SUBSIDIARY GUARANTY" shall mean the Subsidiary Guaranty, of even date
herewith, among the Agent and the Subsidiary Guarantors.

         "TAX REDUCTION AGREEMENT" means an agreement entered into between
Wellman or any of its Subsidiaries with a local Governmental Authority relating
to the transfer or acquisition of an asset for the purpose of obtaining tax
relief; PROVIDED that Wellman or such Subsidiary may at any time repossess such
asset for nominal net consideration; and PROVIDED, further, that such agreements
may also be similar to those currently in effect between Wellman or certain
Subsidiary Guarantors and Darlington and Florence Counties in South Carolina.

         "TAX TRANSFEREE" shall have the meaning ascribed to that term in
SECTION 2.8(a).

                                       33
<PAGE>

         "TAXES" shall have the meaning ascribed to that term in SECTION 2.8(a).

         "TERMINATION EVENT" shall mean (a) a Reportable Event with respect to
any Title IV Plan or Multiemployer Plan; (b) the withdrawal of any Borrower, any
Subsidiary of any Borrower or any ERISA Affiliate from a Title IV Plan during a
plan year in which such entity was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA; (c) the providing of notice of intent to terminate
a Title IV Plan in a distress termination described in Section 4041(c) of ERISA
or the treatment of any amendment as a termination under Section 4041(e) of
ERISA; (d) the institution by the PBGC of proceedings to terminate a Title IV
Plan or Multiemployer Plan; (e) any event or condition (i) that might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Title IV Plan or Multiemployer Plan, or (ii)
that may result in termination of a Multiemployer Plan pursuant to Section 4041A
of ERISA; or (f) the partial or complete withdrawal within the meaning of
Sections 4203 and 4205 of ERISA, of any Borrower, any Subsidiary of any Borrower
or any ERISA Affiliate from a Multiemployer Plan.

         "TEST DATE" shall mean, with respect to any Start Date, the last day of
the most recent fiscal quarter of the Consolidated Entity ended immediately
prior to such Start Date.

         "TITLE IV PLAN" shall mean an employee pension benefit plan as defined
in Section 3(2) of ERISA (other than a Multiemployer Plan) for which the funding
requirements under Section 412 of the Code or Section 302 of ERISA is, or within
the immediately preceding six (6) years was, in whole or in part, the
responsibility of any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate.

         "TOTAL COMMITMENTS" shall mean the aggregate of the Commitments of all
the Lenders, which in the aggregate shall not exceed $175,000,000.

         "TOTAL DEBT" shall mean, as at the last day of any Fiscal Quarter, the
aggregate amount of all Indebtedness of the Consolidated Entity determined in
accordance with GAAP as of the last day of such Fiscal Quarter.

         "TOTAL EXPOSURE" shall mean, at any time, an amount equal to the sum of
(a) the Letter of Credit Obligations and (b) the principal amount of outstanding
Loans.

         "TRANSACTIONS" means, collectively, (i) the closing of and the
borrowings under the First Lien Credit Facility, (ii) the closing of and
incurrence of the initial Loans hereunder, (iii) the closing of and the
borrowings under the Second Lien Credit Facility, (iv) the Financing
Transactions and (v) the payment of fees, expenses, commissions and transaction
costs in connection with the foregoing.

         "TYPE" shall mean, with respect to any Loan, whether such Loan is a
LIBOR Rate Loan or a Prime Rate Loan.

         "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York; PROVIDED that if, with respect to any financing
statement or by reason of any provisions of law, the perfection or the effect of
perfection or non-perfection of the Liens granted to the Agent pursuant to the
applicable Credit Document is governed by the Uniform

                                       34
<PAGE>

Commercial Code as in effect in a jurisdiction of the United States other than
the State of New York. "UCC" shall mean the Uniform Commercial Code as in effect
from time to time in such other jurisdiction for purposes of the provisions of
this Credit Agreement, each Credit Document and any financing statement relating
to such perfection or effect of perfection or non-perfection.

         "UNFUNDED PENSION LIABILITY" means, at any time, the aggregate amount,
if any, of the sum of (a) the amount by which the present value of all accrued
benefits under each Title IV Plan exceeds the fair market value of all assets of
such Title IV Plan allocable to such benefits in accordance with Title IV of
ERISA, all determined as of the most recent valuation date for each such Title
IV Plan using the actuarial assumptions for funding purposes in effect under
such Title IV Plan, and (b) for a period of 5 years following a transaction
which might reasonably be expected to be covered by Section 4069 of ERISA, the
liabilities (whether or not accrued) that could be avoided by any Borrower,
Subsidiary of any Borrower or any ERISA Affiliate as a result of such
transaction.

         "UNUSED LINE FEE" shall have the meaning ascribed to that term in
SECTION 4.5.

         "VALUE" shall mean, as determined by Agent in good faith, (a) with
respect to Eligible Accounts Receivable, the gross face amount of Eligible
Accounts Receivable less the sum of (i) sales, excise or similar taxes included
in the amount thereof and (ii) returns, discounts, claims, credits, charges and
allowances (exclusive of those paid in cash to the extent included in dilution)
of any nature at any time issued, owing, granted, outstanding, available or
claimed with respect thereto and (b) with respect to Eligible Inventory, the
lower of (i) cost computed on a first-in first-out basis in accordance with GAAP
or (ii) market value.

         "WELFARE PLAN" means a Plan described in Section 3(1) of ERISA.

         "WHOLLY-OWNED SUBSIDIARY" shall mean, with respect to any Person, any
Subsidiary of such Person all of the Capital Securities of which (except
directors' qualifying shares and, in the case of Foreign Subsidiaries, other
nominal amounts of shares held by a Person other than such Person) are, directly
or indirectly, owned or Controlled by such Person or one or more Wholly-Owned
Subsidiaries of such Person or by such Person and one or more of such
Subsidiaries.

         1.2      ACCOUNTING TERMS AND DETERMINATIONS. All accounting terms used
herein but not expressly defined in this Credit Agreement shall have the
respective meanings given to them in accordance with GAAP as applied and in
effect on the date hereof in the USA. Except as otherwise expressly provided
herein (including without limitation, any modification to the terms hereof
pursuant to SECTION 8.20), all computations and determinations for purposes of
determining compliance with the financial requirements of this Credit Agreement
shall be made in accordance with GAAP in effect in the USA on the date hereof
and on a basis consistent with the presentation of the most recent financial
statements delivered pursuant to, or otherwise referred to in, the first
sentence of SECTION 6.7. Notwithstanding the foregoing sentence, the financial
statements required to be delivered pursuant to SECTION 7.1 shall be prepared in
accordance with GAAP in the USA as in effect on the respective dates of their
preparation. If any Borrower shall change its method of inventory accounting to
the last in first out method, all calculations necessary to determine compliance
with the covenants contained herein shall be made as if such method of inventory
accounting had not been so changed.

                                       35
<PAGE>

         1.3      OTHER INTERPRETIVE PROVISIONS. Terms not otherwise defined
herein which are defined in the UCC shall have the meanings given them in the
UCC. The words "hereof" "herein" and "hereunder" and words of similar import
when used in this Credit Agreement shall refer to this Credit Agreement as a
whole and not to any particular provision of this Credit Agreement, and
references to Article, Section, Annex, Schedule, Exhibit and like references are
references to this Credit Agreement unless otherwise specified. Any item or list
of items set forth following the word "including," "include" or "includes" is
set forth only for the purpose of indicating that, regardless of whatever other
items are in the category in which such item or items are "included," such item
or items are in such category, and shall not be construed as indicating that the
items in the category are limited to such items or to items similar to such
items. Except as otherwise specified herein, all references herein (a) to any
Person shall be deemed to include such Person's successors and assigns, (b) to
any Requirement of Law defined or referred to herein shall be deemed references
to such Requirement of Law or any successor Requirement of Law as the same may
have been or may be amended or supplemented from time to time, (c) to any Credit
Document or Collateral Document defined or referred to herein shall be deemed
references to such Credit Document or Collateral Document (and, in the case of
any Note or any other instrument, any instrument issued in substitution
therefor) as the terms thereof may have been or may be amended, supplemented,
waived or otherwise modified from time to time, provided that, in the case of
any L/C Application or Letter of Credit, any such amendment, supplement, waiver
or other modification shall have been approved in writing by the Agent and (d)
to any other document, agreement, instrument or contract shall include
references to all amendments, supplements, waivers or other modifications
thereto to the extent not otherwise prohibited under the terms of this Credit
Agreement. Whenever the context so requires, the neuter gender includes the
masculine or feminine, the masculine gender includes the feminine, and the
singular number includes the plural, and vice versa. Except as otherwise
specified herein, all references to the time of day shall be deemed to be to New
York City time as then in effect.

                                   ARTICLE 2

                                      LOANS

         2.1      COMMITMENTS; DELIVERY OF NOTES. (a) Subject to the terms and
conditions set forth in this Credit Agreement, on and after the Closing Date and
to and excluding the Expiration Date, each of the Lenders severally agrees to
make from time to time revolving loans to the Borrowers hereunder (the "LOANS");
PROVIDED that no such Loan shall be made for the account of any Borrower if
after giving effect to the making of such Loan and the simultaneous application
of the proceeds thereof, (i) the aggregate amount of the Exposure of such Lender
would exceed the Commitment of such Lender or (ii) the Total Exposure for all
Borrowers would exceed the lesser of (A) the Total Commitments and (B) subject
to SECTION 2.2(b), the Borrowers' Borrowing Base.

         (b)      At the request of any Lender through the Agent, the Borrowers
hereby agree to execute and deliver to each Lender a Note to evidence the Loans
to the Borrowers by such Lender.

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<PAGE>

         2.2      BORROWING MECHANICS; INTERIM ADVANCES.

                  (a)      Except as provided in SECTIONS 2.2(b), 2.3(b) AND
3.6(a), Borrowings shall be made on notice from the Funds Administrator to the
Agent, given not later than 12:00 Noon (New York City time) on the Business Day
on which a proposed Borrowing consisting of Prime Rate Loans is requested to be
made and on the third Business Day prior to the date of any proposed Borrowing
consisting of LIBOR Rate Loans is requested to be made.

                           (i)      Each Notice of Borrowing shall be given by,
                  alternatively, telephone, facsimile or electronic E-mail
                  transmission, and, if by telephone or electronic E-mail
                  transmission, confirmed in writing on the same Business Day to
                  the extent requested by Agent, substantially in the form of
                  EXHIBIT C (the "NOTICE OF BORROWING"). Each Notice of
                  Borrowing shall be irrevocable (subject to SECTION 4.3(c)) by
                  and binding on the Funds Administrator and the Borrowers.

                           (ii)     The Funds Administrator shall notify the
                  Agent in writing of the names of the officers of the Funds
                  Administrator authorized to request Loans on behalf of the
                  Borrowers and specifying which of those officers are also, or,
                  if none are, the other officers that are, authorized to direct
                  the disbursement of Loans in a manner contrary to standing
                  disbursement instructions, and shall provide the Agent with a
                  specimen signature of each such officer. In the absence of a
                  specification of those officers who are authorized to vary
                  standing disbursement instructions, the Agent may assume that
                  each officer authorized to request Loans also has such
                  authority. The Agent shall be entitled to rely conclusively on
                  the authority of such officers of the Funds Administrator to
                  request Loans on behalf of the Borrowers, or to vary standing
                  disbursement instructions, until the Agent receives written
                  notice to the contrary. The Agent shall have no duty to verify
                  the authenticity of the signature appearing on any Notice of
                  Borrowing or other writing delivered pursuant to this SECTION
                  2.2(a) and, with respect to an oral or electronic E-mail
                  request for Loans, the Agent shall have no duty to verify the
                  identity of any individual representing himself as one of the
                  officers of the Funds Administrator authorized to make such
                  request on behalf of the Borrowers. Neither the Agent nor any
                  of the Lenders shall incur any liability to the Funds
                  Administrator or any of the Borrowers as a result of (A)
                  acting upon any telephonic or electronic E-mail notice
                  referred to in this SECTION 2.2(a) if the Agent believes in
                  good faith such notice to have been given by a duly authorized
                  officer of the Funds Administrator or other individual
                  authorized to request Loans on behalf of the Borrowers or to
                  direct the disbursement thereof in a manner contrary to
                  standing disbursement instructions, or (B) otherwise acting in
                  good faith under this SECTION 2.2(a) and an advance made and
                  disbursed pursuant to any such telephonic or electronic E-mail
                  notice shall be deemed to be a Loan for all purposes of this
                  Credit Agreement.

                           (iii)    In its Notice of Borrowing, the Funds
                  Administrator may request one or more Borrowings on a single
                  day. Each such Borrowing shall, unless otherwise specifically
                  provided herein, consist entirely of Loans of the same Type
                  and shall, in the case of a Borrowing of LIBOR Rate Loans, be
                  in an aggregate

                                       37
<PAGE>

                  amount for all Lenders of not less than $2,000,000 or an
                  integral multiple of $500,000 in excess thereof. The right of
                  the Funds Administrator to choose LIBOR Rate Loans is subject
                  to the provisions of SECTION 4.3(c).

                  (b)      (i)      In the event the Borrowers are unable to
comply with (A) the Borrowing Base limitation set forth in CLAUSE (ii)(B) of the
PROVISO to SECTION 2.1(a) or (B) the conditions precedent set forth in SECTION
5.2 to a Credit Event, the Lenders authorize the Agent, in its sole discretion,
to make Loans ("INTERIM ADVANCES") to the Borrowers during the period commencing
on the date the Agent first receives a Notice of Borrowing requesting an Interim
Advance until the earliest of (1) the twentieth (20th) Business Day after such
date, (2) the date the Borrowers are again able to comply with such Borrowing
Base limitation and conditions precedent, or obtains an amendment or waiver with
respect thereto and (3) the date the Majority Lenders instruct the Agent, or the
Agent determines, to cease making Interim Advances (in each case, the "INTERIM
ADVANCE PERIOD").

                           (i)      The Agent shall not, in any event, (A) make
                  any Interim Advance during any Interim Advance Period if,
                  after giving effect to such Interim Advance, Total Exposure
                  would exceed one hundred ten percent (110%) of Total Exposure
                  on the first day of such Interim Advance Period (calculated
                  without giving effect to Interim Advances made on such day)
                  and (B) make any Interim Advance if, after giving effect to
                  such Interim Advance, Total Exposure would exceed the Line of
                  Credit.

                           (ii)     All amounts received by the Agent during an
                  Interim Advance Period on account of the Obligations, whether
                  in the form of payments from any Borrower, collections on the
                  Collateral or otherwise, shall, so long as any Interim
                  Advances made during such Interim Advance Period are
                  outstanding, be applied by the Agent, FIRST, to the repayment
                  of such Interim Advances and, SECOND, in accordance with
                  SECTION 2.5(d).

                  (c)      The failure of any Lender to make the Loan to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Loan to be made by such other Lender on the date of any Borrowing.

                  (d)      In addition to being evidenced, as provided in
SECTION 2.6, by the Borrowers' Accounts, each Lender's Loans and the Borrowers'
joint and several obligations to repay such Loans with interest in accordance
with the terms of this Credit Agreement shall be evidenced by this Credit
Agreement, the records of such Lender and such Lender's Note. The records of
each Lender shall be prima facie evidence of such Lender's Loans and accrued
interest thereon and of all payments made in respect thereof.

                  (e)      Each Lender shall be entitled to earn interest at the
then applicable rate of interest, calculated in accordance with ARTICLE 4, on
outstanding Loans which it has funded to the Agent; PROVIDED that in the case of
interest accrued but unpaid at the time of a Bankruptcy Default and interest
accruing thereafter and during a Bankruptcy Default, such Lender shall be
entitled to receive only its Proportionate Share of amounts actually received by
the Agent in

                                       38
<PAGE>

respect of such interest; FURTHER PROVIDED that if any amount received by the
Agent in respect of such interest and distributed by it is thereafter recovered
from the Agent, such Lender shall, upon request, repay to the Agent its
Proportionate Share of the amount so recovered to the extent received by it, but
without interest (unless the Agent is required to pay interest on the amount
recovered, in which case such Lender shall be required to pay interest at a like
rate).

                  (f)      Notwithstanding the obligation of the Funds
Administrator to send written confirmation of a Notice of Borrowing made by
telephone or electronic E-mail transmission if and when requested by the Agent,
in the event that the Agent agrees to accept a Notice of Borrowing made by
telephone or electronic E-mail transmission, such Notice of Borrowing shall be
binding on the Funds Administrator and each Borrower whether or not written
confirmation is sent by the Funds Administrator or requested by the Agent. The
Agent may act prior to the receipt of any requested written confirmation,
without any liability whatsoever, based upon telephonic or electronic E-mail
notice believed by the Agent in good faith to be from the Funds Administrator or
its agents. The Agent's records of the terms of any telephonic or electronic
E-mail transmission Notices of Borrowing shall be conclusive on the Funds
Administrator, each Borrower and the Lenders in the absence of gross negligence,
bad faith or willful misconduct on the part of the Agent in connection
therewith.

         2.3      SETTLEMENTS AMONG THE AGENTS AND THE LENDERS.

                  (a)      Except as provided in SECTION 2.3(b), the Agent shall
give to each Lender prompt notice of each Notice of Borrowing by telecopy or
facsimile transmission. No later than 3:00 P.M. (New York City time) (i) with
respect to Prime Rate Loans, on the date of receipt of each Notice of Borrowing
requesting a Prime Rate Loan (unless such Notice of Borrowing specifies the
Closing Date as the date of Borrowing, in which case no later than 12:00 Noon
(New York City time) on the Closing Date) and (ii) with respect to LIBOR Rate
Loans, on the date for which a LIBOR Rate Loan has been requested, each Lender
will make available for the account of its Applicable Lending Office, to the
Agent at the address of the Agent set forth on ANNEX I, in immediately available
funds, its Proportionate Share of such Borrowing requested to be made. Unless
the Agent shall have been notified by any Lender prior to the date of Borrowing
that such Lender does not intend to make available to the Agent its portion of
the Borrowing to be made on such date, the Agent may assume that such Lender
will make such amount available to the Agent on the Settlement Date and the
Agent, in reliance upon such assumption, may but shall not be obligated to make
available the amount of the Borrowing to be provided by such Lender. If and to
the extent such Lender shall not have so made available to the Agent its
Proportionate Share on such date and the Agent shall have so made available to
the Borrowers a corresponding amount on behalf of such Lender, the Agent may
recover such amount on demand from such Lender in accordance with SECTION 11.18.
If such Lender does not pay such corresponding amount promptly upon the Agent's
demand therefor, the Agent may promptly notify the Funds Administrator and the
Borrowers shall immediately repay such corresponding amount to the Agent
together with accrued interest thereon at the applicable rate or rates provided
in SECTIONS 4.1, 4.2, AND 4.4.

                  (b)      Unless the Majority Lenders have instructed the Agent
to the contrary, the Agent on behalf of the Lenders may but shall not be
obligated to make Prime Rate Loans under

                                       39
<PAGE>

SECTION 2.2 without prior notice of the proposed Borrowing to the Lenders,
subject to the following settlement arrangements:

                           (i)      The amount of each Lender's Proportionate
                  Share of Loans shall be computed weekly (or more frequently in
                  the Agent's discretion) and shall be adjusted upward or
                  downward on the basis of the amount of outstanding Loans as of
                  5:00 P.M. (New York City time) on the last Business Day of the
                  period specified by the Agent (such date, the "SETTLEMENT
                  Date"). The Agent shall deliver to each of the Lenders
                  promptly after the Settlement Date a summary statement of the
                  amount of outstanding Loans for such period. The Lenders shall
                  transfer to the Agent, or, subject to SECTION 11.18(c)(i), the
                  Agent shall transfer to the Lenders, such amounts as are
                  necessary so that (after giving effect to all such transfers)
                  the amount of Loans made by each Lender shall be equal to such
                  Lender's Proportionate Share of the aggregate amount of Loans
                  outstanding as of such Settlement Date. During a Bankruptcy
                  Default, amounts required to be transferred by the Lenders to
                  the Agent shall, instead of constituting Loans to the
                  Borrowers, be in the form of participations purchased by the
                  Lenders in the outstanding Loans of DBTCo., acting as Agent.
                  If the summary statement is received by the Lenders prior to
                  12:00 Noon (New York City time) on any Business Day, each
                  Lender shall make the transfers described above in immediately
                  available funds no later than 3:00 P.M. (New York City time)
                  on the day such summary statement was received; and if such
                  summary statement is received by the Lenders after 12:00 Noon
                  (New York City time) on such day, each Lender shall make such
                  transfers no later than 3:00 P.M. (New York City time) on the
                  next succeeding Business Day. The obligation of each of the
                  Lenders to transfer such funds shall be irrevocable and
                  unconditional and without recourse to or warranty by the
                  Agent. Each of the Agent and the Lenders agrees to mark its
                  books and records on the Settlement Date to show at all times
                  the dollar amount of its Proportionate Share of the
                  outstanding Loans.

                           (ii)     To the extent that the settlement described
                  above shall not yet have occurred, upon repayment of Loans by
                  the Borrowers, the Agent may first apply such amounts repaid
                  directly to the amounts made available by the Agent pursuant
                  to this SECTION 2.3(b).

                           (iii)    Because the Agent on behalf of the Lenders
                  may be advancing and/or may be repaid Loans prior to the time
                  when the Lenders will actually advance and/or be repaid Loans,
                  interest with respect to Loans shall be allocated by the Agent
                  to each Lender and the Agent in accordance with the amount of
                  Loans actually advanced by and repaid to each Lender and the
                  Agent and shall accrue from and including the date such Loans
                  are so advanced to but excluding the date such Loans are
                  either repaid by the Borrowers in accordance with SECTION 2.4
                  or actually settled by the applicable Lender as described in
                  this SECTION 2.3(b).

                                       40
<PAGE>

         2.4      MANDATORY PAYMENT; MANDATORY REDUCTION OF COMMITMENTS.

                  (a)      Except during an Interim Advance Period, the amount
by which the Total Exposure in respect of the Borrowers would exceed the
Borrowing Base at any time, shall be immediately due and payable upon any
Borrower becoming aware of such overadvance without the necessity of any notice
or demand. Repayments of such excess amounts shall be applied, FIRST, to the
repayment of Loans, SECOND, to the payment of outstanding reimbursement
obligations with respect to Letters of Credit, and, THIRD, to the securing, with
cash or Cash Equivalents as provided in the second paragraph of SECTION 9.2 (but
without the requirement of any demand provided for in such paragraph), of the
Letter of Credit Obligations (in each case to the extent the same are such by
virtue of CLAUSE (a) of the definition thereof).

                  (b)      (i)      On the Expiration Date, the Commitment of
each Lender shall automatically reduce to zero and may not be reinstated.

                           (ii)     The Borrowers may reduce or terminate the
                  Line of Credit at any time and from time to time in whole or
                  in part by reducing or terminating the Commitments, any such
                  reduction or termination to be pro rata on the amounts at the
                  time of the Commitments; PROVIDED that each such reduction
                  must be in an amount not less than $5,000,000 (and in
                  increments of $1,000,000); and PROVIDED FURTHER that (A) if
                  the Borrowers seek to reduce the Line of Credit to an amount
                  less than $50,000,000, then the Line of Credit shall at the
                  option of the Agent be reduced to zero and the Credit
                  Agreement shall be terminated and (B) once reduced the amount
                  of any such reductions in the Line of Credit may not be
                  reinstated.

                           (iii)    The amount by which Total Exposure exceeds
                  the aggregate amount of the Commitments at any time shall be
                  immediately due and payable without the necessity of any
                  notice or demand. Repayments of such excess amounts shall be
                  applied, FIRST, to the repayment of Loans, SECOND, to the
                  payment of outstanding reimbursement obligations with respect
                  Letters of Credit, and, THIRD, to the securing, with cash or
                  Cash Equivalents as provided in the second paragraph of
                  SECTION 9.2 (but without the requirement of any demand
                  provided for in such paragraph), of the Letter of Credit
                  Obligations (in each case to the extent the same are such by
                  virtue of CLAUSE (a) of the definition thereof).

                  (c)      If any Borrower issues Capital Securities, no later
than the Business Day following the date of receipt of the proceeds thereof, the
issuing Borrower shall prepay the Loans (without any reduction in the
Commitments) in accordance with SECTION 2.5(d) in an amount equal to all such
proceeds, net of fees, costs and expenses incurred in connection therewith,
PROVIDED that the foregoing shall not be applicable to issuances of Capital
Securities to employees or directors of the Credit Parties or the exercise of
options by such employees or directors, in each case, in the ordinary course of
business.

                  (d)      Simultaneously with any Change of Control, the
Commitments shall be reduced to zero and the Borrowers shall prepay, in full,
the outstanding principal amount of any outstanding Loans (and cash
collateralize any outstanding Letter of Credit Obligations in an

                                       41
<PAGE>

amount equal to 105% of the Letter of Credit Obligations), together with all
accrued interest, fees, and other expenses incurred by Agent, the Issuing Bank
or the Lenders as a result of such prepayment.

                  (e)      On the Business Day on which any Asset Sale occurs,
the Funds Administrator shall deliver to Agent a Borrowing Base Certificate
prepared on a pro forma basis (a "PRO FORMA BORROWING BASE CERTIFICATE") giving
effect to such Asset Sale and setting forth the value of the Eligible Inventory
and Eligible Accounts Receivables previously included in the Borrowing Base and
disposed of in such Asset Sale. On such Business Day, Borrowers shall prepay the
Loans in an amount equal to the change in the Borrowing Base as reflected in
such Pro Forma Borrowing Base Certificate.

         2.5      PAYMENTS AND COMPUTATIONS.

                  (a)      (i)      The Borrowers shall, subject, in the case of
payments in respect of Letters of Credit, to SECTION 2.5(a)(ii), make each
payment under the Credit Documents and under the Notes not later than 2:00 P.M.
(New York City time) on the day when due in Dollars to the Agent at its address
designated in or pursuant to SECTION 11.5 in immediately available funds. The
obligations of the Borrowers to the Lenders with respect to such payments shall
be discharged by making such payments to the Agent pursuant to this SECTION 2.5
or by the Agent, in its discretion, adding such payments to the principal amount
of the Loans outstanding by charging such payments to the applicable Borrower's
Account pursuant to SECTION 2.6.

                           (ii)     Amounts payable by the Borrowers in respect
                  of any Letter of Credit should be made by the Borrowers to the
                  Agent until the Funds Administrator shall have received notice
                  from the Agent that the Agent has received payments equal to
                  the aggregate amount of all drawings thereunder, PLUS interest
                  thereon from the date such drawings were disbursed at the L/C
                  Interest Rate.

                  (b)      (i)      The Borrowers shall have established and
shall maintain, at one or more financial institutions selected by such Borrower
and acceptable to the Agent, one or more lockboxes (with respect to each
Borrower, such Borrower's "LOCKBOXES") and depository accounts ("DEPOSITORY
ACCOUNTS") and shall instruct all account debtors on the Accounts of such
Borrower to remit all payments to such Borrower's Lockboxes or Depository
Accounts; PROVIDED, however, it shall be permissible for the Borrowers to
maintain a consolidated Lockbox or Depository Account. Each Borrower, the Agent
and the applicable financial institutions shall have entered into a Control
Agreement providing, among other things, that all receipts in the Lockboxes or
Depository Accounts, as applicable, shall be transferred by the end of each day
to the Concentration Account. All amounts received by any Borrower from any
account debtor, shall upon receipt be deposited into a Concentration Account.

                           (ii)     Each Borrower, the Agent and one or more
                  financial institutions selected by such Borrower and
                  acceptable to the Agent (each a "CONCENTRATION ACCOUNT BANK")
                  shall enter into a Control Agreement, providing, among other
                  things, that (A) Borrowers will open an account at each
                  Concentration Account Bank (each a "CONCENTRATION ACCOUNT")
                  and (B) all receipts and other amounts

                                       42
<PAGE>

                  received in the Lockboxes and Depository Accounts of each
                  Borrower shall be transferred by the end of each day to the
                  appropriate Concentration Account.

                           (iii)    The closing of any Lockbox, Depository
                  Account or Concentration Account and the termination of any
                  related account agreement shall require in each case the prior
                  written consent of the Agent which will not be unreasonably
                  withheld.

                  (c)      Upon the terms and subject to the conditions set
forth in the applicable Account Agreement, all available amounts held in each
Concentration Account shall be wired each Business Day into an account (the
"DBTCO LOAN ACCOUNT") maintained by the Agent at DBTCo and applied in accordance
WITH SECTION 2.5(d).

                  (d)      (i)      Prior to the occurrence of a Bankruptcy
Event, all amounts received by the Agent for distribution hereunder shall,
subject to SECTION 2.2(b)(iii), be distributed in the following order and, if to
Lenders, according to each Lender's Proportionate Share with respect to each
category set forth below:

                           FIRST, to the payment of any Fees, Expenses or other
                           Obligations due and payable to the Agent under any of
                           the Credit Documents, including amounts advanced by
                           the Agent on behalf of the Lenders pursuant to
                           SECTION 2.3(b);

                           SECOND, to the ratable payment of any Fees and other
                           Obligations due and payable to the Lenders under any
                           of the Credit Documents, other than to a Lender in
                           its capacity as an Issuing Bank and other than those
                           Obligations specifically referred to in this SECTION
                           2.5(d)(i).

                           THIRD, to the ratable payment of interest due on the
                           Loans;

                           FOURTH, to the ratable payment of principal due on
                           the Loans;

                           FIFTH, to the ratable payment of other Liabilities
                           not specifically referred to in this SECTION 2.5(d)
                           due and payable to the Lenders (in their capacities
                           as such, and not in their capacity as an Issuing
                           Bank) under the Credit Documents; and

                           SIXTH, to the ratable payment of other Liabilities
                           not specifically referred to in this SECTION 2.5(d)
                           due and payable to the Issuing Banks under L/C
                           Applications and Letters of Credit.

                           (ii)     Each Person receiving a payment from the
                  Agent pursuant to SECTION 2.5(d)(i) shall, for all purposes of
                  this Credit Agreement and other Credit Documents, be deemed to
                  have applied that payment in the order specified in SECTION
                  2.5(d)(i).

         2.6      MAINTENANCE OF ACCOUNT. The Agent shall maintain a separate
account on its books and records in the name of the Funds Administrator (the
"BORROWERS' ACCOUNTS") in

                                       43
<PAGE>

which each Borrower will be charged or credited with (a) the proceeds, if any,
of each Loan received by or for the account of such Borrower, (b) payments made
to the Agent on account of the Obligations of such Borrower, whether from
collection of proceeds of Collateral or otherwise, (c) the aggregate face amount
of all outstanding Letters of Credit (or an appropriate allocation thereof, if
the Letters of Credit are issued for the direct benefit of more than one
Borrower) issued for the benefit of such Borrower, and (d) all other Fees,
Expenses and other Obligations attributable to such Borrower as determined by
Agent. The Agent will use its best efforts to give the Funds Administrator three
(3) days advance notice of such Fees, Expenses and other Obligations in
reasonable detail, PROVIDED that the failure to provide such notice shall not
result in any liability of the Agent or affect any of the Agent's rights
hereunder. In no event shall prior recourse to any Accounts or other Collateral
be a prerequisite to the Agent's right to demand payment of any Obligation upon
its maturity.

         2.7      STATEMENT OF ACCOUNT. After the end of each month, the Agent
shall send the Funds Administrator a statement accounting for the charges,
loans, advances and other transactions occurring among and between the Agent,
the Lenders, the Funds Administrator and the Borrowers during that month. The
monthly statements shall, absent manifest error, be an account stated, which is
final, conclusive and binding on the Borrowers; provided that any failure to so
record any transaction or any error in so recording shall not limit or otherwise
affect any Borrower's duty to pay the Obligations.

         2.8      WITHHOLDING AND OTHER TAXES.

                  (a)      Any and all payments by the Borrowers hereunder,
under the Notes or in respect of Letters of Credit which are made to or for the
benefit of any Lender (whether in its capacity as a Lender or an Issuing Bank,
and as used in SECTION 2.8, the term "LENDER" shall mean a Lender in each such
capacity, and shall also include each Serving Affiliate of such Lender) or the
Agent shall be made, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings
and penalties, interests and all other liabilities with respect thereto
(collectively, "TAXES"), excluding, (i) in the case of each such Lender or the
Agent, Taxes imposed on its net income (including any Taxes imposed on branch
profits) and franchise taxes imposed on it by the jurisdiction under the laws of
which such Lender, or the Agent (as the case may be) is organized or any
political subdivision thereof, (ii) in the case of each such Lender, Taxes
imposed on its net income (including any Taxes imposed on branch profits) and
franchise Taxes imposed on it by the jurisdiction of such Lender's Applicable
Lending Office or any political subdivision thereof, (iii) in the case of any
Foreign Lender, any Taxes that are in effect and that would apply to a payment
hereunder, under the Notes or in respect of Letters of Credit made to such
Foreign Lender as of the Closing Date, and (iv) if any Person acquires any
interest in this Credit Agreement, any Note or any L/C Participation pursuant to
the provisions hereof, or a Lender or the Agent changes the office in which any
Loan or any L/C Participation is made, accounted for or booked, to an office
outside the United States, or a Lender if an Issuing Bank, changes the office at
which any Letter of Credit is maintained to an office outside the United States
(any such Person, or such Lender or the Agent in that event, being referred to
as a "TAX TRANSFEREE"), any Taxes to the extent that they are in effect and
would apply to a payment to such Tax Transferee as of the date of the
acquisition of such interest or change in office, as the case may be, except to
the extent Covered Taxes (as defined below) would have resulted from such
payments made hereunder, under the

                                       44
<PAGE>

Notes or in respect of Letters of Credit made to a Lender or the Agent
immediately prior to such acquisition of such interest or such change in office
(all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES").
If any Borrower shall be required by law to deduct or withhold any Covered Taxes
from or in respect of any sum payable hereunder, under any Note or in respect of
any Letter of Credit to or for the benefit of any Lender, the Agent or any Tax
Transferee, (A) the sum payable shall be increased as may be necessary so that
after making all required deductions or withholdings of Covered Taxes (including
deductions or withholdings of Covered Taxes applicable to additional sums
payable under this SECTION 2.8) such Lender, the Agent or such Tax Transferee,
as the case may be, receives an amount equal to the sum it would have received
had no such deductions or withholdings been made, (B) such Borrower shall make
such deductions or withholdings and (C) such Borrower shall pay the full amount
so deducted or withheld to the relevant taxation authority or other authority in
accordance with applicable law.

                  (b)      In addition, each Borrower agrees to pay any present
or future stamp, recording, documentary, excise, privilege, property, intangible
or similar levies that arise at any time or from time to time (i) from any
payment made under any and all Credit Documents, (ii) from the transfer of the
rights of any Lender under any Credit Documents to any transferee or (iii) from
the execution or delivery by the Funds Administrator or any Borrower of, or from
the filing or recording or maintenance of, or otherwise with respect to the
exercise by the Agent or the Lenders of their rights under, any and all Credit
Documents (hereinafter referred to as "OTHER TAXES").

                  (c)      The Borrowers will jointly and severally indemnify
each Lender, the Agent, and any Tax Transferee for the full amount of (i)
Covered Taxes imposed on or with respect to amounts payable hereunder, under any
Note or in respect of any Letter of Credit, (ii) Other Taxes and (iii) any Taxes
imposed by any jurisdiction on amounts payable under this SECTION 2.8, paid by
such Lender, the Agent or such Tax Transferee, as the case may be, and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto whether or not such Taxes were correctly or legally asserted by
the relevant taxing or other Governmental Authority. Payment under this
indemnification shall be made within thirty (30) days from the date such Lender,
the Agent or such Tax Transferee certifies and sets forth in reasonable detail
the calculation thereof as to the amount and type of such Taxes. Any such
certificate submitted by such Lender, the Agent or such Tax Transferee in good
faith to the Funds Administrator shall, absent manifest error, be final,
conclusive and binding on all parties.

                  (d)      Within 60 days after the date of payment of any
Covered Taxes or Other Taxes, the Funds Administrator will furnish to the Agent,
at its address referred to in SECTION 11.5, the original or a certified copy of
a receipt evidencing payment thereof.

                  (e)      On or before the Closing Date, each Foreign Lender
shall deliver to the Agent and the Funds Administrator (i) two valid, duly
completed copies of IRS Form W-8BEN or W-8ECI or successor applicable form, as
the case may be, and any other required form, certifying in each case that such
Foreign Lender is entitled to receive payments under this Credit Agreement, the
Notes or any Letter of Credit payable to it without deduction or withholding of
any United States federal income taxes or with such withholding imposed at a
reduced rate (the "REDUCED RATE") and (ii) a valid, duly completed IRS Form
W-8BEN or W-9 or successor applicable form, as the case may be, to establish an
exemption from United States backup

                                       45
<PAGE>

withholding tax. Each such Foreign Lender shall also deliver to the Agent and
the Funds Administrator two further copies of said Forms or other manner of
required certification, as the case may be, on or before the date that any such
form expires or becomes obsolete or otherwise is required to be resubmitted as a
condition to obtaining an exemption from a required withholding of United States
federal income tax or entitlement to having such withholding imposed at the
Reduced Rate or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Funds Administrator and the Agent,
and such extensions or renewals thereof as may reasonably be requested by the
Funds Administrator and the Agent, certifying (A) in the case of a Form W-8BEN
or W-8ECI, that such Foreign Lender is entitled to receive payments under this
Credit Agreement, the Notes or any Letter of Credit payable to it without
deduction or withholding of any United States federal income taxes or with such
withholding imposed at a Reduced Rate, unless in any such case any change in a
tax treaty to which the United States is a party, or any change in law or
regulation of the United States or official interpretation thereof has occurred
after the Closing Date and prior to the date on which any such delivery would
otherwise be required that renders all such forms inapplicable or that would
prevent such Foreign Lender from duly completing and delivering any such form
with respect to it, and such Foreign Lender advises the Funds Administrator and
the Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax or with such withholding at the
Reduced Rate, as the case may be, or (B) in the case of a Form W-8BEN or W-9, or
otherwise establishing an exemption from United States backup withholding tax.

                  (f)      If a Tax Transferee that is organized under the laws
of a jurisdiction outside of the United States acquires an interest in this
Credit Agreement or any Note or L/C Participation or a Lender changes the office
through which Loans or any L/C Participation are made, accounted for or booked,
to an office outside the United States or a Foreign Lender if an Issuing Bank,
changes the office at which any Letter of Credit is maintained to an office
outside the United States, the transferor, or the applicable Lender, in the case
of a change of office, shall cause such Tax Transferee to agree that, on or
prior to the effective date of such acquisition or change, as the case may be,
it will deliver to the Funds Administrator and the Agent (i) two valid, duly
completed copies of IRS Form W-8BEN or W-8ECI or successor applicable form, as
the case may be, and any other required form, certifying in each case that such
Tax Transferee is entitled to receive payments under this Credit Agreement, the
Notes and any Letter of Credit payable to it without deduction or withholding of
United States federal income tax or with such withholding imposed at a Reduced
Rate and (ii) a valid, duly completed IRS Form W-8BEN or W-9 or successor
applicable form, as the case may be, to establish an exemption from United
States backup withholding tax. Each Tax Transferee further undertakes to deliver
two further copies of the said Forms or other manner of required certification,
as the case may be, on or before the date that any such form expires or becomes
obsolete or otherwise is required to be resubmitted as a condition to obtaining
an exemption from a required withholding of United States federal income tax or
entitlement to having such withholding imposed at the Reduced Rate or after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to the Funds Administrator and the Agent, and such extensions or
renewals thereof as may reasonably be requested by the Funds Administrator and
the Agent, certifying (A) in the case of a Form W-8BEN or W-8ECI that such Tax
Transferee is entitled to receive payments under this Credit Agreement, the
Notes and any Letter of Credit without deduction or withholding of any United
States federal income taxes or with such withholding imposed at the

                                       46
<PAGE>

Reduced Rate, unless any change in treaty, law or regulation or official
interpretation thereof has occurred after the effective date of such acquisition
or change and prior to the date on which any such delivery would otherwise be
required that renders all such forms inapplicable or that would prevent such Tax
Transferee from duly completing and delivering any such form with respect to it,
and such Tax Transferee advises the Funds Administrator and the Agent that it is
not capable of receiving payments without any deduction or withholding of United
States federal income tax or with such withholding at the Reduced Rate, as the
case may be, or (B) in the case of a Form W-8BEN or W-9, or otherwise
establishing an exemption from United States backup withholding tax.

                  (g)      If any Taxes for which any Borrower would be required
to make payment under this SECTION 2.8 are imposed, the applicable Lender or the
Agent, as the case may be, shall use its best efforts to avoid or reduce such
Taxes by taking any appropriate action (including assigning its rights hereunder
to a related entity or a different office) which would not in the sole opinion
of such Lender or the Agent be otherwise disadvantageous to such Lender or the
Agent, as the case may be.

                  (h)      Without prejudice to the survival of any other
agreement of the Borrowers hereunder, the agreements and obligations of the
Borrowers contained in this SECTION 2.8 shall survive the payment in full of the
Obligations.

                  (i)      Each Lender shall cause each of its Serving
Affiliates that is a Foreign Lender to take the actions required to be taken by
such Serving Affiliate as a Foreign Lender under SECTION 2.8(e), (f) AND (g).

         2.9      AFFECTED LENDERS. If any Borrower is obligated to pay to any
Lender (whether in its capacity as a Lender or an Issuing Bank) or any Serving
Affiliate of such Lender any amount under SECTIONS 2.8 OR 4.9, or if any Lender
is a Defaulting Lender, the Borrowers may, if no Default or Event of Default
then exists, replace such Lender or Serving Affiliate with another lender
reasonably acceptable to the Agent, and such Lender hereby agrees to be so
replaced or to cause such Serving Affiliate to be replaced, subject to the
following:

                  (a)      (i)      The obligations of the Borrowers hereunder
to the Lender to be replaced (in its capacity as a Lender, and including such
increased or additional costs incurred from the date of notice to the Funds
Administrator of such increase or additional costs through the date such Lender
is replaced hereunder) shall be paid in full to such Lender concurrently with
such replacement; and

                           (ii)     the obligations of the Borrowers hereunder
                  to the Lender to be replaced in its capacity as an Issuing
                  Bank, or to its Serving Affiliate in such capacity, shall
                  continue until (A) each Letter of Credit issued by that Person
                  has expired or been drawn in full, (B) all outstanding
                  reimbursement obligations with respect to Letters of Credit,
                  together with interest thereon at the L/C Interest Rate, shall
                  have been paid in full, and (C) all Liabilities under each L/C
                  Application, to the extent due, have been paid in full and, to
                  the extent not due, been secured to the satisfaction of such
                  Person, to the extent due, have been paid in full and, to the
                  extent not due, been secured to the satisfaction of such
                  Person.

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<PAGE>

                  (b)      If such replacement is a result of increased costs
under SECTIONS 2.8 or 4.9, the replacement Lender shall be a bank or other
financial institution that is not subject to such increased costs which caused
the Borrowers' election to replace any Lender hereunder, and each such
replacement Lender shall execute and deliver to the Agent such documentation
satisfactory to the Agent pursuant to which such replacement Lender is to become
a party hereto, conforming to the provisions of SECTION 11.6, with a Commitment
equal to that of the Lender being replaced and shall make Loans in the aggregate
principal amount equal to the aggregate outstanding principal amount of the
Loans of the Lender being replaced;

                  (c)      Upon such execution of such documents referred to in
CLAUSE (b) and repayment of the amounts referred to in CLAUSE (a), the
replacement lender shall be a "Lender" with a Commitment as specified herein
above and the Lender being replaced shall cease to be a "Lender" hereunder,
except with respect to indemnification provisions under this Credit Agreement,
which shall survive as to such replaced Lender and except to the extent such
Lender continues to be an Issuing Bank pursuant to SECTION 2.9(a)(ii);

                  (d)      The Agent shall reasonably cooperate in effectuating
the replacement of any Lender under this SECTION 2.9, but at no time shall the
Agent be obligated to initiate any such replacement;

                  (e)      Any Lender replaced under this SECTION 2.9 shall be
replaced at the Borrowers' sole cost and expense and at no cost or expense to
the Agent or any of the Lenders; and

                  (f)      If the Borrowers propose to replace any Lender
pursuant to this SECTION 2.9 because the Lender seeks reimbursement under either
SECTION 2.8 OR 4.9, then it must also replace any other Lender who seeks similar
levels of reimbursement (as a percentage of such Lender's Commitment) under such
Sections.

         2.10     SHARING OF PAYMENTS. (a) (i) If any Lender (including a Lender
in its capacity as an Issuing Bank) shall obtain any payment (whether voluntary,
involuntary, and whether through the exercise of any right of set-off by virtue
of its claim in any applicable bankruptcy, insolvency or other similar
proceeding being deemed secured by a Liability owed by it to any Credit Party,
including a claim deemed secured under Section 506 of the Bankruptcy Code, or
otherwise) (each a "PAYMENT"), on account of (A) the Loans made by it, (B) its
L/C Participations or (C) any of the other Obligations due and payable to it in
excess of its Proportionate Share of payments on account of the Loans or L/C
Participations or such other Obligations obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Loans made by them, in their participation in Letters of Credit or their
other such Obligations as shall be then due and payable as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of
them; HOWEVER, PROVIDED that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and each such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (1) the amount of
such Lender's required repayment to (2) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in

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<PAGE>

respect to the total amount so recovered. Each Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this SECTION 2.10
may, to the fullest extent permitted by law, exercise all of its rights of
payment (including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of such Borrower in the amount
of such participation.

                           (ii)     For purposes of this SECTION 2.10, the
                  unreimbursed drawings under Letters of Credit issued by an
                  Issuing Bank shall be deemed to constitute "Loans" made by
                  such Issuing Bank, and such Issuing Bank agrees that it shall
                  apply all Payments received by it in its capacity as an
                  Issuing Bank to the payment or the collateralization of the
                  Liabilities of the Borrowers to it that constitute
                  unreimbursed drawings under Letters of Credit issued by it
                  before applying them to any other Liabilities due it.

                  (b)      If an Issuing Bank is an Affiliate of a Lender, such
Lender shall cause such Affiliate to comply with the provisions of SUBSECTION
(a) of SECTION 2.10 as fully as though such Affiliate were a Lender subject to
such subsection.

                                   ARTICLE 3

                                LETTERS OF CREDIT

         3.1      ISSUANCE OF LETTERS OF CREDIT. (a) The Funds Administrator may
from time to time request the Agent to direct an Issuing Bank to issue a Letter
of Credit for the account of a Borrower. All such Letters of Credit shall be
denominated in Dollars. No such request shall be granted if, after such
issuance:

                           (i)      (A) Total Exposure would exceed the lesser
                  of (1) the Line of Credit and (2) the Borrowing Base or (B)
                  Letter of Credit Obligations would exceed $20,000,000 or (C)
                  any Lender's Exposure would exceed its Commitment;

                           (ii)     (A) (1) any order, judgment or decree of any
                  Governmental Authority or arbitrator shall enjoin or restrain
                  such Borrower from procuring, such Issuing Bank from issuing,
                  or a Lender from acquiring an L/C Participation in, such
                  Letter of Credit, or (2) any Requirement of Law applicable to
                  such Borrower, such Issuing Bank or a Lender or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over such Borrower,
                  such Issuing Bank or a Lender shall prohibit, or request that,
                  any such Person refrain from procuring, issuing or acquiring
                  an L/C Participation in, such Letter of Credit, as applicable,
                  or, from performing its obligations under such Letter of
                  Credit or its L/C Participation thereunder, as applicable;

                                    (B)      any Requirement of Law applicable
                           to such Issuing Bank or a Lender or any request or
                           directive (whether or not having the force of law)
                           from any Governmental Authority with jurisdiction
                           over such Issuing Bank or a Lender shall impose upon
                           such Issuing Bank or such Lender (1) any restriction
                           or reserve or capital requirement or (2) any cost or
                           expense

                                       49
<PAGE>

                           with respect to, in the case of such Issuing Bank,
                           such Letter of Credit and, in the case of such
                           Lender, such L/C Participation (for which such
                           Issuing Bank or such Lender shall not otherwise be
                           compensated) not in effect as of the Closing Date,
                           and which such Issuing Bank or such Lender deems in
                           good faith to be material to it;

                           (iii)    any Lender is a Defaulting Lender, unless
                  the Agent and Issuing Bank have entered into satisfactory
                  arrangements with the Borrowers to eliminate the Agent's and
                  such Issuing Bank's risk with respect to such Lender,
                  including cash collateralization of such Lender's
                  Proportionate Share of Letter of Credit Obligations; or

                           (iv)     Agent has determined that any of the
                  conditions set forth in SECTION 5.2 shall not be satisfied.

                  (b)      The Agent may assume, as to any Borrower, any Issuing
Bank and any Lender, that none of the conditions specified in SECTION 3.1(a) are
applicable as to such Person, unless the Agent shall have received a notice from
such Person specifically entitled "Notice under SECTION 3.1(a)," specifying the
condition or conditions that are applicable to such Person. Any such notice
shall continue in effect until the Agent shall have received from the Person
originally sending such notice a subsequent notice, entitled "Revocation of
Notice under SECTION 3.1(a)," stating that the condition or conditions specified
in such Person's earlier notice are no longer applicable.

         3.2      PROCEDURE FOR ISSUANCE. (a) The Funds Administrator may from
time to time request the Agent to direct the issuance of a Letter of Credit by
delivering to the Agent, with a copy to the applicable Issuing Bank, a Letter of
Credit Request in the form of EXHIBIT C-2 to this Credit Agreement, not later
than 1:00 P.M (New York City time) at least five (5) Business Days (or such
shorter period as may be agreed to by the Agent and the applicable Issuing Bank)
in advance of the proposed date of issuance. Prior to date of issuance or in
conjunction with the submission of a Letter of Credit Request, the Funds
Administrator shall provide to the Agent and the applicable Issuing Bank a
precise description of the format of the Letter of Credit or information and
documents adequate to allow for the Issuing Bank to prepare the requested Letter
of Credit and shall specify that the only drawings permitted under the Letter of
Credit shall be sight drawings. The Issuing Bank shall not issue any Letter of
Credit until it has received authorization to do so from the Agent. Promptly
after the issuance or amendment of any standby Letter of Credit, the Issuing
Bank shall notify the Agent and the Funds Administrator, in writing, of such
issuance or amendment and such notice shall be accompanied by a copy of such
issuance and amendment. Upon receipt of such notice, the Agent shall promptly
notify the Lenders, in writing, of such issuance or amendment, and if so
requested by a Lender the Agent shall provide such Lender with copies of such
issuance or amendment. With regards to commercial Letters of Credit, the Issuing
Bank shall on the first Business Day of each week, provide to the Agent by
facsimile a report detailing the daily aggregate outstanding commercial Letters
of Credit for the previous week.

                  (b)      The transmittal by the Funds Administrator of each
Letter of Credit Request shall be deemed to be a representation and warranty
made by each of the Borrowers,

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<PAGE>

both at the time of such transmittal and at the time of the issuance of the
requested Letter of Credit, that the Letter of Credit may be issued in
accordance with and will not violate any of the requirements of SECTION 3.1.

         3.3      TERMS OF LETTERS OF CREDIT.  The Agent shall not direct the
issuance of any Letter of Credit unless:

                  (a)      if it is a standby Letter of Credit, its term does
not exceed one year from the date of issuance (except that any such Letter of
Credit may provide for annual renewals on terms reasonably acceptable to the
Agent and the Issuing Bank);

                  (b)      if it is a commercial Letter of Credit, its term does
not exceed 120 days;

                  (c)      in the case of any Letter of Credit, it expires no
later than thirty (30) Business Days prior to the Expiration Date.

         3.4      LENDERS' PARTICIPATION. (a) Immediately upon issuance by any
Issuing Bank of a Letter of Credit, each Lender shall be deemed to have
irrevocably and unconditionally acquired from such Issuing Bank, without
recourse or warranty, an undivided interest and participation (an "L/C
PARTICIPATION"), to the extent of such Lender's Proportionate Share, in such
Issuing Bank's rights to be paid the principal amount of, together with interest
accrued on, drawings under such Letter of Credit and in any security therefor or
Guaranty pertaining thereto.

                  (b)      (i)      Each Issuing Bank shall, subject to SECTION
3.4(c), remit to the Agent, for the account of each Lender such Lender's
Proportionate Share of each payment of principal and interest (to the extent
such interest does not exceed the L/C Interest Rate) received by such Issuing
Bank on account of any drawing under such Letter of Credit (A) with respect to
which such Issuing Bank has delivered an L/C Notice of Drawing to the Agent
during a Bankruptcy Default and (B) that is received by such Issuing Bank on or
after the date of such L/C Notice of Drawing; PROVIDED, that in the event that
any such payment received by any Issuing Bank shall be required to be returned
by such Issuing Bank, such Lender shall return to such Issuing Bank the portion
thereof previously distributed by it to the Agent, but without interest thereon
(unless such Issuing Bank is required to pay interest on the amount returned, in
which case such Lender shall be required to pay interest at the same rate).

                           (ii)     (A) Payments required to be made by any
                  Issuing Bank to the Agent for the account of a Lender,
                  together with interest thereon at the rate specified in
                  SECTION 3.4(b)(ii)(B), shall be made to the Agent, if the
                  amount in respect of which the payment is to be made to the
                  Agent is received by such Issuing Bank on or before 1:00 P.M.
                  (New York City time) of such Issuing Bank's time on a Business
                  Day, on the day received and, if received after such time, on
                  or before 11:00 A.M. (New York City time) of such Issuing
                  Bank's time, on the next succeeding Business Day.

                                    (B)      Interest shall be payable by each
                           Issuing Bank on amounts required to be paid by it to
                           the Agent pursuant to SECTION 3.4(b)(ii)(a) from the
                           date such payments are due until such amounts are
                           paid in full at,

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<PAGE>

                           for the first three Business Days, the Federal Funds
                           Rate, and, thereafter, the Prime Lending Rate.

                  (c)      Until an Issuing Bank shall have received from a
Lender, or the Agent on behalf of such Lender, payment in full of the amount
required to be paid by such Lender to such Issuing Bank pursuant to SECTION
3.6(b)(ii), such Issuing Bank may hold all amounts otherwise payable by it to
the Agent for the account of such Lender pursuant to SECTION 3.4(b)(i) as
collateral to secure such Lender's obligation to make such payment to it.

         3.5      MATURITY OF DRAWINGS; INTEREST THEREON. (a) Drawings under any
Letter of Credit shall, notwithstanding anything to the contrary contained
therein, mature and become due and payable, and shall be repaid to the Agent for
the account of the applicable Issuing Bank by the Borrowers in full, together
with interest accrued thereon, from the date and at the rate specified in
SECTION 3.5(b), on the Effective Date of the L/C Notice of Drawing in respect of
such drawing.

                  (b)      Borrowers shall, notwithstanding anything to the
contrary contained in any Letter of Credit, pay interest on the outstanding
principal amount of each drawing under such Letter of Credit at a rate per annum
equal to the rate set forth in SECTION 4.2 (the "L/C INTEREST RATE") from the
date such drawing is disbursed by the applicable Issuing Bank to the date such
drawing is reimbursed by the Borrowers. Interest on each such drawing shall be
payable when such drawing shall be due (whether at maturity, by reason of
acceleration or otherwise) and, prior to such time, on demand.

         3.6      PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT; FUNDING OF
L/C PARTICIPATIONS. In the event of any drawing under any Letter of Credit, the
applicable Issuing Bank may deliver an L/C Notice of Drawing to the Agent and
the Agent shall:

                  (a)      unless a Bankruptcy Default exists, treat each L/C
Notice of Drawing on its Effective Date as a Notice of Borrowing requesting
Prime Rate Loans in a principal amount equal to the amount of such drawing PLUS
interest on the amount of such drawing at the L/C Interest Rate from the day
such drawing was disbursed until the date of such L/C Notice of Drawing (unless
such drawing was disbursed and repaid on the same day, in which case interest
shall be payable for such day); and each such L/C Notice of Drawing shall have
the same force and effect as a Notice of Borrowing given by the Funds
Administrator for and on behalf of the Borrowers, except that the conditions to
borrowing specified in SECTION 2.2 and SECTION 5.2 (other than that a Bankruptcy
Default shall not exist) shall not apply;

                  (b)      (i)      (A)      during a Bankruptcy Default, on the
Effective Date of an L/C Notice of Drawing, notify (an "L/C PARTICIPATION
FUNDING NOTICE") each Lender of the amount of such drawing, and of interest
accrued thereon at the L/C Interest Rate from the date specified in such L/C
Notice of Drawing as the date such drawing was disbursed by the applicable
Issuing Bank to the L/C Participation Funding Date and of such Lender's
Proportionate Share of such amount (an "L/C PARTICIPATION FUNDING AMOUNT").

                                    (B)      The Agent shall give an L/C
                           Participation Funding Notice to each Lender not later
                           than 3:00 P.M. (New York City time) time on the

                                       52
<PAGE>

                           day the Agent receives an L/C Notice of Drawing, if
                           such Notice of Drawing was received by it at or
                           before 12:00 Noon (New York City time) on a Business
                           Day and, if not, not later than 12:00 Noon (New York
                           City time) on the next succeeding Business Day.

                           (ii)     Each Lender shall make available to the
                  Agent for the benefit of the applicable Issuing Bank an amount
                  equal to such Lender's L/C Participation Funding Amount in
                  immediately available funds, not later than 1:00 P.M. (New
                  York City time) on the Business Day (the "L/C PARTICIPATION
                  FUNDING DATE") next succeeding the date of the applicable L/C
                  Participation Funding Notice, together with interest on such
                  amount from the L/C Participation Funding Date until such
                  amount is paid in full at, for the first three Business Days,
                  the Federal Funds Rate and, thereafter, the Prime Lending
                  Rate.

                           (iii)    In the event that any Lender fails to make
                  available to the Agent such Lender's L/C Participation Funding
                  Amount as provided in SECTION 3.6(b)(ii), the Agent may, but
                  shall not be obligated to, fund the amount of such Lender's
                  L/C Participation Funding Amount and recover such amount on
                  demand from such Lender in accordance with SECTION 11.18.

                           (iv)     The Agent shall distribute to each Lender
                  which has paid all amounts payable by it under this SECTION
                  3.6(b) with respect to any Letter of Credit such Lender's
                  Proportionate Share of all payments subsequently received by
                  the Agent from or for the account of the Borrowers in
                  reimbursement of the principal amount of all drawings
                  thereunder PLUS interest thereon from the date such drawings
                  were disbursed at the L/C Interest Rate, provided that in the
                  event that any such payment received by the Agent for the
                  account of any Issuing Bank shall be required to be returned
                  by the Agent, such Lender shall return to the Agent the
                  portion thereof previously distributed by the Agent to it, but
                  without interest thereon (unless the Agent or such Issuing
                  Bank is required to pay interest on the amount returned, in
                  which case the Lender shall be required to pay interest at the
                  same rate).

                           (v)      If a Bankruptcy Default occurs at or after
                  the time the Agent receives an L/C Notice of Drawing and
                  before the Agent has given the applicable L/C Participation
                  Funding Notice, or, if it has given such notice, before all of
                  the Lenders have funded their L/C Participation Funding
                  Amounts, a Bankruptcy Default shall be deemed to "exist", and
                  the provisions of SECTION 3.6(b) shall be applicable.

         3.7      NATURE OF ISSUING BANK'S DUTIES. In determining whether to pay
under any Letter of Credit, the Issuing Bank issuing such Letter of Credit shall
be responsible only to determine that the documents and certificates required to
be delivered under such Letter of Credit have been delivered and that they
comply on their face with the requirements of such Letter of Credit. As between
the Borrowers, any Issuing Bank and each Lender, the Borrowers assume all risks
of the acts and omissions of any Issuing Bank, or misuse of any Letter of Credit
by the respective beneficiaries of such Letter of Credit. In furtherance and not
in limitation of the

                                       53
<PAGE>

foregoing, neither any Issuing Bank, the Agent nor any of the Lenders shall be
responsible (a) for the form, validity, sufficiency, accuracy, genuineness or
legal effects of any document submitted by any party in connection with the
application for and issuance of or any drawing honored under any Letter of
Credit even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged, (b) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit, or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason, (c) for failure of the beneficiary of any Letter of
Credit to strictly comply with conditions required in order to draw upon such
Letter of Credit, (d) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex,
telecopy, facsimile or otherwise, whether or not they be in cipher, (e) for
errors in interpretation of technical terms, (f) for any loss or delay in the
transmission or otherwise of an document required in order to make a drawing
under any Letter of Credit, or of the proceeds thereof and (g) for the
misapplication by the beneficiary of any Letter of Credit of the proceeds of any
drawing honored under such Letter of Credit. Any action taken or omitted to be
taken by any Issuing Bank under or in connection with any Letter of Credit shall
not create any liability on the part of the Agent or any Lender to any Borrower.

         3.8      OBLIGATIONS ABSOLUTE. The joint and several obligations of the
Borrowers to reimburse each Issuing Bank for drawings honored under a Letter of
Credit issued by such Issuing Bank, together with interest as herein provided,
and the obligations of the Lenders under SECTION 3.6 shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Credit Agreement, without any reduction or deduction whatsoever, including any
reduction or deduction for any set-off, recoupment or counterclaim, under all
circumstances including the following circumstances:

                  (a)      any lack of validity or enforceability of any Letter
of Credit;

                  (b)      the existence of any claim, set-off, defense or other
right which any Borrower or any Affiliate of any Borrower may have at any time
against a beneficiary or any transferee of any Letter of Credit (or any Persons
for whom any such beneficiary or transferee may be acting), the applicable
Issuing Bank, any Lender or any other Person, whether in connection with this
Credit Agreement, the transactions contemplated herein or any unrelated
transaction;

                  (c)      any draft, demand, certificate or any other documents
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;

                  (d)      the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Credit Documents;

                  (e)      payment by the applicable Issuing Bank under any
Letter of Credit against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of Credit (provided
that the foregoing shall not be construed to excuse the Issuing Bank from
liability to any Borrower to the extent of any direct damages (as opposed to
consequential damages) suffered by any Borrower that are caused by the Issuing
Bank's failure

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<PAGE>

to exercise care when determining whether drafts and other documents under a
Letter of Credit comply with the terms thereof);

                  (f)      failure of any drawing under a Letter of Credit or
any non-application or misapplication by the beneficiary of the proceeds of any
drawing; or

                  (g)      the fact that a Default or an Event of Default shall
have occurred and be continuing;

PROVIDED that no payment by a Borrower or a Lender to any Issuing Bank shall
constitute a waiver or release by such Borrower or such Lender of any right it
may have against such Issuing Bank, including, in the case of a Borrower, a
claim that such Issuing Bank acted with willful misconduct or gross negligence
as determined by a court of competent jurisdiction in determining whether
documents presented under a Letter of Credit complied with the terms of such
Letter of Credit.

                                    ARTICLE 4

                           INTEREST, FEES AND EXPENSES

         4.1      INTEREST ON LIBOR RATE LOANS. Subject to the provisions of
SECTION 4.4, each LIBOR Rate Loan shall bear interest on its unpaid principal
amount at a rate per annum equal to the applicable Adjusted LIBOR Rate PLUS the
Applicable Margin, as the same may be adjusted pursuant to the provisions of the
definition of Applicable Margin. Such interest shall be payable on the last day
of each Interest Period with respect to such LIBOR Rate Loan (or, in the case of
Interest Periods in excess of three months, on each 90 day anniversary of the
making of such LIBOR Rate Loan and the last day of such Interest Period), at the
date of Conversion of such LIBOR Rate Loan (or a portion thereof) to a Prime
Rate Loan and at maturity of such LIBOR Rate Loan, and after maturity of such
LIBOR Rate Loan (whether by acceleration or otherwise), upon demand. The Agent
upon determining the Adjusted LIBOR Rate for any Interest Period shall promptly
notify the Funds Administrator and the Lenders by telephone (confirmed promptly
in writing) or in writing thereof. Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

         4.2      INTEREST ON PRIME RATE LOANS. Subject to the provisions of
SECTION 4.4, each Prime Rate Loan shall bear interest on its unpaid principal
amount at a rate per annum equal to the Prime Lending Rate PLUS the Applicable
Margin, as the same may be adjusted pursuant to the provisions of the definition
of Applicable Margin. Such interest shall be payable quarterly as of the end of
each Fiscal Quarter, at the date of conversion of such Prime Rate Loan (or a
portion thereof) to a LIBOR Rate Loan and at maturity of such Prime Rate Loan,
and after maturity of such Prime Rate Loan (whether by acceleration or
otherwise), upon demand. In the event of any change in said Prime Lending Rate,
the rate hereunder shall change, effective as of the day the Prime Lending Rate
changes. Each determination by the Agent of any interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

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<PAGE>

         4.3      NOTICE OF CONTINUATION AND NOTICE OF CONVERSION.

                  (a)      With respect to any Borrowing consisting of LIBOR
Rate Loans, the Borrowers may (so long as no Default or Event of Default has
occurred and is continuing, subject to the provisions of SECTION 4.3(c)), elect
to maintain such Borrowing or any portion thereof as consisting of LIBOR Rate
Loans by selecting a new Interest Period for such Borrowing, which new Interest
Period shall commence on the last day of the immediately preceding Interest
Period. Each selection of a new Interest Period (a "CONTINUATION") shall be made
by notice given not later than 12:00 Noon (New York City time) on the third
Business Day prior to the date of any such Continuation relating to LIBOR Rate
Loans, by the Funds Administrator to the Agent. Such notice by the Funds
Administrator of a Continuation (a "NOTICE OF CONTINUATION") shall be in
substantially the form of EXHIBIT C-1, specifying (i) the date of such
Continuation, (ii) the aggregate amount of Loans subject to such Continuation
and (iii) the duration of the selected Interest Period, all of which shall be
specified in such manner as is necessary to comply with all limitations on Loans
outstanding hereunder. The Borrowers may elect to continue more than one
Borrowing consisting of LIBOR Rate Loans by combining such Borrowings into one
Borrowing and selecting a new Interest Period pursuant to this SECTION 4.3(A);
PROVIDED that each of the Borrowings so combined shall consist of Loans having
Interest Periods ending on the same date. If the Borrowers shall fail to select
a new Interest Period for any Borrowing consisting of LIBOR Rate Loans in
accordance with this SECTION 4.3(A), such Loans will automatically, on the last
day of the then existing Interest Period therefor, Convert into Prime Rate
Loans.

                  (b)      The Borrowers may on any Business Day (so long as no
Default or Event of Default has occurred and is continuing), upon notice (each
such notice, a "NOTICE OF CONVERSION") given by the Funds Administrator to the
Agent, and subject to the provisions of SECTION 4.3(c), Convert the entire
amount of or a portion of all Loans of one Type comprising the same Borrowing
into Loans of another Type; HOWEVER PROVIDED that any Conversion of any LIBOR
Rate Loans into Loans of another Type shall be made on, and only on, the last
day of an Interest Period for such LIBOR Rate Loans and, upon Conversion of any
Loans into Loans of another Type, the Borrowers shall pay accrued interest to
the date of Conversion on the principal amount Converted. Each such Notice of
Conversion shall be given not later than 12:00 Noon (New York City time) on the
Business Day prior to the date of any proposed Conversion into Prime Rate Loans
and on the third Business Day prior to the date of any proposed Conversion into
LIBOR Rate Loans. Subject to the restrictions specified above, each Notice of
Conversion shall be in substantially the form of EXHIBIT C-1 hereto specifying
(i) the requested date of such Conversion, (ii) the Type of Loans to be
Converted, (iii) the portion of such Type of Loan to be Converted, (iv) the Type
of Loan such Loans are to be Converted into and (v) if such Conversion is into
LIBOR Rate Loans, the duration of the Interest Period of such Loan. Each
Conversion shall be in an aggregate amount for the Loans of all Lenders of not
less than $2,000,000 or any integral multiple of $1,000,000 in excess thereof.
The Borrowers may elect to Convert the entire amount of or a portion of all
Loans of one Type comprising more than one Borrowing into Loans of another Type
by combining such Borrowings into one Borrowing consisting of Loans of another
Type; PROVIDED that if the Borrowings so combined consist of LIBOR Rate Loans,
such Loans shall have Interest Periods ending on the same date.

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<PAGE>

                  (c)      Notwithstanding anything contained in SUBSECTIONS (A)
AND (B) above or elsewhere in this Credit Agreement to the contrary,

                           (i)      (A)      if the Agent is unable to determine
                  the LIBOR Rate for LIBOR Rate Loans comprising any requested
                  Borrowing, Continuation or Conversion, the right of the
                  Borrowers to select or maintain LIBOR Rate Loans for such
                  Borrowing or any subsequent Borrowing shall be suspended until
                  the Agent shall notify the Funds Administrator and the Lenders
                  that the circumstances causing such suspension no longer
                  exist, and each Loan comprising such Borrowing shall be a Loan
                  of a Type that is unaffected by such circumstances, as
                  selected by the Borrowers pursuant to this Credit Agreement;

                                    (B)      if a Lender shall, at any time,
                  notify the Agent that, because of a change in applicable law
                  after the date such Lender became a Lender, it has become
                  unlawful for such Lender to participate in any requested
                  Borrowing, Continuation or Conversion of LIBOR Rate Loans, to
                  continue its LIBOR Rate Loans, or to comply with its
                  obligations hereunder in respect thereof, that Lender's
                  obligation to participate in any such requested Borrowing,
                  Continuation or Conversion shall be discharged by such
                  Lender's making its participation therein in the form of a
                  Prime Rate Loan, and any of such Lender's LIBOR Rate Loans not
                  otherwise being converted shall be converted into Prime Rate
                  Loans on the earlier of (1) the last day of the applicable
                  Interest Period and (2) the last day such Lender may lawfully
                  continue to maintain LIBOR Rate Loans, PROVIDED that any Prime
                  Rate Loan that, but for this CLAUSE (B), would have been a
                  LIBOR Rate Loan shall constitute part of the Borrowing of
                  which any such LIBOR Rate Loan was or would have been a part;

                  (ii)     if the Majority Lenders shall, at least one Business
         Day before the date of any requested Borrowing, Continuation or
         Conversion, notify the Agent that the LIBOR Rate for Loans comprising
         such Borrowing will not adequately reflect the cost to such Lenders of
         making or funding their respective Loans for such Borrowing, the right
         of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be
         suspended until the Agent shall notify the Funds Administrator and the
         Lenders that the circumstances causing such suspension no longer exist,
         and each Loan comprising such Borrowing shall be a Loan of a Type that
         is unaffected by such circumstances, as selected by the Borrowers
         pursuant to this Credit Agreement; and

                  (iii)    the Borrowers shall borrow, prepay, convert and
         continue Loans in a manner such that (A) the aggregate principal amount
         of LIBOR Rate Loans having the same Interest Period shall at all times
         be not less than $2,000,000, (B) there shall not be, at any one time,
         more than eight Interest Periods in effect with respect to LIBOR Rate
         Loans and (C) no payment of LIBOR Rate Loans will have to be made prior
         to the last day of an applicable Interest Period in order to repay the
         Loans in the amounts and on the date specified in SECTION 2.4(b).

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<PAGE>

                  (d)      Each Notice of Continuation and Notice of Conversion
shall be irrevocable (subject to SECTION 4.3(c)) by and binding on the
Borrowers.

         4.4      INTEREST AFTER EVENT OF DEFAULT. At the election of Agent or
the Majority Lenders, Interest on any amount of overdue interest on or overdue
principal of the Loans, and interest on the amount of principal under the Loans
outstanding as of the date an Event of Default occurs, and at all times
thereafter until the earlier of the date upon which (a) all Obligations have
been paid and satisfied in full or (b) such Event of Default shall not be
continuing, shall be payable on demand at a rate per annum equal to the rate at
which the Loans are bearing interest pursuant to SECTION 4.2 above, PLUS two
percent (2.0%). In the event of any change in said applicable interest rate, the
rate hereunder shall change, effective as of the day the applicable interest
rate changes, so as to remain two percent (2.0%) per annum above the then
applicable interest rate.

         4.5      UNUSED LINE FEES. The Borrowers shall pay to the Agent, for
the ratable benefit of the Lenders, a non-refundable fee (the "UNUSED LINE FEE")
equal to one half of one percent (0.50%) per annum of the unused portion of the
Line of Credit (with any outstanding Letter of Credit Obligations constituting
usage of the Line of Credit). The Unused Line Fee shall accrue daily from the
Closing Date until the Expiration Date, and shall be due and payable quarterly
in arrears, on the first Business Day of each Fiscal Quarter and on the
Expiration Date.

         4.6      LETTER OF CREDIT FEES. (a) The Agent shall be entitled to
charge to the account of the Funds Administrator on the first Business Day of
the month immediately succeeding each Fiscal Quarter, a fee for the ratable
benefit of the Lenders for distribution to each Lender, in an amount equal to
the LIBOR Margin for Loans with respect to all Letters of Credit on the daily
undrawn amounts outstanding during the immediately preceding Fiscal Quarter;
PROVIDED that from the date an Event of Default occurs, and at all times
thereafter until the earlier of the date upon which (A) all Obligations have
been paid and satisfied in full and (B) such Event of Default shall not be
continuing, such fee shall be equal to two (2%) percent per annum above the
LIBOR Margin, otherwise applicable hereunder and shall be payable on demand
(such fees, the "LETTER OF CREDIT FEES"); and

         (b)      The Agent shall be entitled to charge to the account of the
Funds Administrator on the first Business Day of the month immediately
succeeding each Fiscal Quarter, a fee for the benefit of the Issuing Bank equal
to the greater of (X) $500 per annum and (Y) 0.25% per annum with respect to all
Letters of Credit on the daily undrawn amounts outstanding during the
immediately preceding Fiscal Quarter (the "FRONTING FEE"). In addition to the
Fronting Fee, the Agent shall be entitled to charge the account of the Funds
Administrator, as and when incurred, the customary charges, fees, costs and
expenses of the Issuing Bank for the issuance, transfer, amendment or payment of
any Letter of Credit (the "ISSUING BANK FEES"). Each determination of the
Fronting Fee and Issuing Bank Fees shall be made by the Issuing Bank and
provided in writing to the Agent and shall be conclusive and binding for
purposes of Agent's right to collect and distribute such fees, absent manifest
error.

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<PAGE>

         4.7      REIMBURSEMENT OF EXPENSES.

                  (a)      From and after the Closing Date, the Borrowers shall
promptly reimburse the Agent for all Expenses of the Agent as the same are
incurred by the Agent and upon receipt of invoices therefor and, if requested by
the Funds Administrator, such reasonable backup materials and information as any
Borrower shall reasonably request.

                  (b)      The Borrowers shall pay to each Lender, upon request,
such amount or amounts as such Lender determines in good faith are necessary to
compensate it for any breakage loss, cost or expense incurred by it as a result
of (i) any payment, prepayment or conversion of a LIBOR Rate Loan on a date
other than the last day of an Interest Period for such LIBOR Rate Loan or (ii) a
LIBOR Rate Loan for any reason not being made or converted, or any payment of
principal thereof or interest thereon not being made, on the date therefor
determined in accordance with the applicable provisions of this Credit
Agreement. At the election of such Lender, and without limiting the generality
of the foregoing, but without duplication, such compensation on account of
breakage losses may include an amount equal to the excess of (A) the interest
that would have been received from the Borrowers under and in accordance with
the terms of this Credit Agreement on any amounts to be reemployed during an
Interest Period or its remaining portion over (B) the interest component of the
return that such Lender determines it could have obtained had it placed such
amount on deposit in the interbank Dollar market selected by it for a period
equal to such Interest Period or its remaining portion.

         4.8      AUTHORIZATION TO CHARGE BORROWERS' ACCOUNTS. Each Borrower
hereby authorizes the Agent to charge the account of any Borrower maintained
with the Agent with the amount of all Fees, Expenses and other payments to be
paid hereunder, under the Fee Letter and under the other Credit Documents as and
when such payments become due and agrees that it shall pay interest thereon from
the date such amount is to be charged to such Borrower's Account to the date the
same is paid (whether by the making of a Loan or otherwise) at the then
applicable rate for Prime Rate Loans. Each Borrower confirms that any charges
which the Agent may so make to such Borrower's Account as herein provided will
be made as an accommodation to the Borrowers and solely at the Agent's
discretion. The Agent will use its best efforts to give the Funds Administrator
three (3) days advance notice of such Fees, Expenses and other payments in
reasonable detail, PROVIDED that the failure to provide such notice shall not
result in any liability of the Agent.

         4.9      INDEMNIFICATION IN CERTAIN EVENTS. If after the Closing Date,
either (a) any change in or in the interpretation of any law or regulation is
introduced, including with respect to reserve requirements, applicable to
DBTCo., Deutsche Bank or any other banking or financial institution from whom
any of the Lenders borrows funds or obtains credit (a "FUNDING BANK"), the Agent
or any of the Lenders, or (b) the Agent, a Funding Bank or any of the Lenders
complies with any future guideline or request from any central bank or other
Governmental Authority or (c) the Agent, a Funding Bank or any of the Lenders
determines that the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof has or would
have the effect described below, or the Agent, a Funding Bank or any of the
Lenders complies with any request or directive regarding capital adequacy
(whether of not having the

                                       59
<PAGE>

force of law) of any such authority, central bank or comparable agency, and in
the case of any event set forth in this CLAUSE (c), such adoption, change or
compliance has or would have the direct or indirect effect of reducing the rate
of return on any of the Lenders' capital as a consequence of its obligations
hereunder or under any L/C Participation to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration the Agent's or such Funding Bank's or Lender's policies as the
case may be with respect to capital adequacy) by an amount deemed by such Lender
to be material, or any of the foregoing events described in CLAUSES (a), (b) OR
(c) increases the cost to the Agent, or any of the Lenders of (i) funding or
maintaining the Line of Credit, or (ii) acquiring or maintaining any L/C
Participation in any Letter of Credit, or reduces the amount receivable in
respect thereof, or in respect of such Letter of Credit, by the Agent, the
Issuing Bank of such Letter of Credit or any Lender, then the Borrowers shall
upon demand by the Agent, pay to the Agent, for the account of each applicable
Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts
sufficient to indemnify such Person against such increase in cost or reduction
in amount receivable. A certificate as to the amount of such increased cost and
setting forth in reasonable detail the calculation thereof shall, if requested
by the Funds Administrator, be submitted to the Funds Administrator by the
Person making such claim, and shall be conclusive absent manifest error;
PROVIDED, HOWEVER, in no event shall any party seek indemnification for any
amounts described in this SECTION 4.9 if such amounts arose more than 180 days
prior to the date on which reimbursement is being sought.

         4.10     CALCULATIONS AND DETERMINATIONS. (a) All calculations of (I)
interest hereunder and (II) Fees, shall be made by the Agent, on the basis of a
year of 360 days, or, if such computation would cause the interest and fees
chargeable hereunder to exceed the Highest Lawful Rate, 365/366 days, in each
case to the extent applicable for the actual number of days elapsed (including
the first day but excluding the last day) occurring in the period for which such
interest or fees are payable.

                  (b)      In making the determinations contemplated by ARTICLE
4, the Agent and each Lender may make such estimates, assumptions, allocations
and the like that such Person in good faith determines to be appropriate.

                  (c)      Each determination by the Agent of an interest rate
or payment hereunder shall be conclusive and binding for all purposes, absent
manifest error.

                                    ARTICLE 5

                              CONDITIONS PRECEDENT

         5.1      CONDITIONS TO INITIAL CREDIT EVENT. The initial Credit Event
is subject to the satisfaction or waiver, immediately prior thereto or
concurrently therewith, of the following conditions precedent:

                  (a)      CLOSING DOCUMENT LIST. The Agent and the Lenders
shall have received each of the agreements, opinions, reports, approvals,
consents, certificates and other documents set forth on the Closing Document
List attached hereto as SCHEDULE A, all in form and substance

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<PAGE>

reasonably satisfactory to Agent and the Lenders and, where applicable, each
duly executed by the Person(s) specified thereon.

                  (b)      FEES AND EXPENSES. The Agent and each of the Lenders
shall have received payment in full of those Fees and Expenses, including those
referred to in the Fee Letter and in ARTICLE 4 and any other Fees payable to the
Lenders, payable to them on or before the Closing Date (or an irrevocable
authorization to pay such Fees or Expenses out of the proceeds of the Loans),
PROVIDED that any such Expense in excess of $25,000 shall be evidenced by an
invoice.

                  (c)      UNUSED AVAILABILITY. After giving pro forma effect to
the funding of the initial Loans, the issuance of the initial Letters of Credit,
if any, and the payment of all costs, fees and expenses incurred by or for the
account of the Borrowers in connection with the execution and delivery of this
Credit Agreement and the other Credit Documents, there shall be unused
availability under the lesser of (I) the Borrowing Base and (II) the Line of
Credit of at least $60,000,000.

                  (d)      APPROVALS. All necessary governmental (domestic and
foreign) and third party approvals in connection with the Transactions and the
transactions contemplated by the Credit Documents and otherwise referred to
herein or therein shall have been obtained and remain in effect, and all
applicable waiting periods shall have expired without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part of such Transactions or the
other transactions contemplated by the Credit Documents and otherwise referred
to herein or therein. Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon all or any part of the Transactions or the transactions
contemplated by the Credit Documents.

                  (e)      LITIGATION. No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of any Borrower,
threatened with respect to this Credit Agreement, any other Credit Document or
any documentation executed in connection herewith or the transactions
contemplated hereby (including, without limitation, the Transactions), or which
Agent or the Majority Lenders shall determine would reasonably be expected to
have a Material Adverse Effect.

                  (f)      INSURANCE. Agent shall be satisfied with the
insurance coverage in effect on the Closing Date pertaining to the assets of the
Borrowers and their Subsidiaries, and shall have received evidence satisfactory
to it that Agent shall have been named as a loss payee and additional insured on
all such policies of insurance covering Collateral.

                  (g)      CORPORATE PROCEEDINGS. All corporate and legal
proceedings and all instruments and agreements in connection with the
Transaction and the other transactions contemplated by this Credit Agreement
shall be satisfactory in form and substance to Agent and, except as otherwise
agreed by Agent, shall have been consummated without any waiver of any
conditions or other provisions set forth therein and Agent shall have received
all information and copies of all documents and papers, including records of
corporate proceedings, governmental

                                       61
<PAGE>

approvals, good standing certificates and bring-down telegrams or certificates,
if any, which Agent or the Majority Lenders reasonably may have requested in
connection therewith, such documents and papers where appropriate to be
certified by a Responsible Officer or by proper corporate or Governmental
Authorities.

                  (h)      TERM LOAN FACILITIES. (i) Wellman shall have closed
the First Lien Credit Facility and borrowed $185.0 million under such First Lien
Credit Facility; (ii) Wellman shall have closed the Second Lien Credit Facility
and borrowed $265.0 million under such Second Lien Credit Facility; and (iii)
Wellman shall have consummated the Financing Transactions, repaid all amounts
outstanding under each of the Refinanced Facilities, terminated any and all
commitments with respect thereto and any and all Liens and/or other security
interests granted or created thereunder shall have been released and/or
terminated, and, in each case, Wellman shall have provided to the Agent
satisfactory evidence of such.

         5.2      CONDITIONS TO EACH CREDIT EVENT. On the date of each Credit
Event (including the initial Credit Event), both immediately before and
immediately after giving effect thereto and to the application of the proceeds
therefrom, the following statements shall be true (and each request for a Credit
Event, shall constitute a representation and warranty by each Borrower that on
the date of such Credit Event, immediately before and immediately after giving
effect thereto and to the application of the proceeds therefrom, such statements
are true):

                  (a)      The representations and warranties contained in this
Credit Agreement and in each other Credit Document are true and correct in all
material respects on and as of the date of such Credit Event as though made on
and as of such date, except to the extent that such representations and
warranties are expressly made as of a specific date (in which event such
representations and warranties shall have been true and correct in all material
respects on and as of such specified date);

                  (b)      No event has occurred and is continuing, or would
result from such Credit Event or the application of the proceeds thereof, which
would constitute a Default or an Event of Default;

                  (c)      In the case of the issuance of any Letter of Credit,
none of the events set forth in SECTION 3.1 has occurred and is continuing or
would result from the issuance of such Letter of Credit.

                                    ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES

         To induce the Agent and the Lenders to enter into this Credit Agreement
and each Issuing Bank to issue Letters of Credit, each Borrower, with respect to
itself, each of the other Borrowers and each of their respective Subsidiaries,
hereby represents and warrants to the Agent, the Lenders and each Issuing Bank:

         6.1      ORGANIZATION AND QUALIFICATION. Each Borrower and each
Subsidiary of each Borrower (a) is duly organized, validly existing and in good
standing under the laws of the state of its organization, (b) has the power and
authority to own its properties and assets and to

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<PAGE>

transact the businesses in which it presently is, or proposes to be, engaged and
(C) is duly qualified and is authorized to do business and is in good standing
in each jurisdiction where it presently is, or proposes to be, engaged in
business except to the extent where failure to be so qualified or authorized or
in good standing would not reasonably be expected to have a Material Adverse
Effect. As of the Closing Date, with respect to each Borrower and each
Subsidiary of each Borrower, SCHEDULE B, PART 6.1 lists the exact legal name of
each such Person, the State of incorporation of each such Person, all
jurisdictions in which each such Person is qualified to do business as foreign
corporations, and in the case of each Domestic Subsidiary, the organizational
identification number and the federal employer identification number of each
such Person.

         6.2      SOLVENCY.  Each Credit Party (other than Immaterial
Subsidiaries) is Solvent.

         6.3      RIGHTS IN COLLATERAL; PRIORITY OF LIENS. Each Borrower and
each Subsidiary of each Borrower owns the property provided in the scope of the
Lien granted by it as Collateral under the Credit Documents, free and clear of
any and all Liens in favor of third parties, except for Permitted Liens. Upon
the proper filing of the UCC financing statements, and the taking of the other
actions specified, in the Closing Document List, the Liens granted pursuant to
the Credit Documents will constitute the valid and enforceable first, prior and
perfected Liens on the Collateral, except Permitted Liens.

         6.4      COMPANY POWER AND AUTHORITY. Each of the Credit Parties has
the power and authority to execute, deliver and perform the terms and provisions
of each of the Credit Documents to which it is a party and has taken all
necessary action to authorize the execution, delivery and performance by it of
such Credit Documents. Each of the Credit Parties has duly executed and
delivered each of the Credit Documents to which it is a party, and each such
Credit Document constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

         6.5      NO VIOLATION. Neither the execution, delivery or performance
by any Borrower or any of its Subsidiaries of any of the Credit Documents to
which it is a party, nor compliance by it with the terms and provisions thereof,
nor consummation of the transactions contemplated therein, (i) will contravene
in any material respect any Requirement of Law, (ii) will conflict or be
inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the properties or assets of any Borrower or any such Subsidiary pursuant
to the terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other agreement, contract or instrument, to which a Borrower
or such Subsidiary is a party or by which it or any of its property or assets is
bound or to which it may be subject, except for any such conflict, breach or
Lien which would not individually or in the aggregate reasonably be expected to
have a Material Adverse Effect, or (iii) will violate or conflict with the
Governing Documents of any Credit Party.

         6.6      CONSENTS. No order, consent, approval, license, or
authorization or validation of, or filing with or other act by or in respect of,
any Governmental Authority or any other Person is

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required in connection with any Credit Event hereunder, the grant of the Liens
pursuant to the Credit Documents, the continuing operations of any Borrower and
any Subsidiary of any Borrower or with the Transactions, the execution,
delivery, performance, validity or enforceability of this Credit Agreement, the
Notes or the other Credit Documents, except for the filing of the UCC financing
statements and consents or authorizations which have been obtained or filings
which have been made and which, in each case, are in full force and effect.

         6.7      FINANCIAL DATA. The Borrowers have furnished or caused to be
furnished to the Lenders the following Financial Statements, which have been
prepared in accordance with GAAP consistently applied (except as otherwise
disclosed therein) throughout the periods involved (except as to the unaudited
statements, the absence of footnotes and subject to year-end audit adjustments):
(a) balance sheets as of, and statements of income, cash flows and shareholders
equity for the fiscal year ended December 31, 2002 audited by independent
certified public accountants and accompanied by an unqualified opinion thereof;
and (b) an unaudited balance sheet as of, and unaudited statements of income,
cash flows and shareholders equity for the period ending September 30, 2003. The
Borrowers have furnished or caused to be furnished to the Lenders projections of
the consolidated financial condition and results of operations of the
Consolidated Entity through the fiscal years ending December 31, 2008. The
projections delivered to the Lenders on or prior to the date hereof and any
projections delivered to the Lenders after the date hereof in accordance with
SECTION 7.1(d) hereof represent the Borrowers' good faith estimate of the future
financial performance of the Consolidated Entity for the periods set forth
therein, it being understood by the Agent and the Lenders that projections as to
future events are not to be viewed as facts and that the actual results during
the periods covered by the Projections may differ from the projected results set
forth therein.

         6.8      LOCATIONS OF OFFICERS, RECORDS AND INVENTORY. As of the
Closing Date, the address of the principal place of business and chief executive
office of each Credit Party is set forth on SCHEDULE B, PART 6.8. As of the
Closing Date, the books and records of each Borrower and each Subsidiary of each
Borrower, and all of their respective chattel paper and records of Accounts, are
maintained exclusively at such locations. As of the Closing Date, there is no
location at which any Credit Party has any Collateral (except for vehicles and
Inventory in transit in the ordinary course of business) other than those
locations identified on SCHEDULE B, PART 6.8. As of the Closing Date, to the
extent any such locations are not owned, SCHEDULE B, PART 6.8 also sets forth
the purpose of such location (e.g., warehouse, processing plant, sales office,
etc.), the legal names of the owners and/or operators thereof; and the address
and phone numbers of such owners and/or operators. As of the Closing Date, none
of the receipts received by any Borrower from any warehouseman or processor
states that the goods covered thereby are to be delivered to bearer or to the
order of a named person or to a named person and such named person's assigns.

         6.9      FICTITIOUS BUSINESS NAMES. No Borrower and no Subsidiary of
any Borrower has used any corporate or fictitious name during the five (5) years
preceding the date hereof, other than the corporate name under which it has
executed this Credit Agreement.

         6.10 SUBSIDIARIES. As of the Closing Date, the only Subsidiaries of
each Borrower are those listed on SCHEDULE B, PART 6.10. As of the Closing Date,
a Borrower or a wholly-owned Subsidiary of a Borrower is the record and
beneficial owner of all of the issued and outstanding

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Capital Securities of each of the Subsidiaries listed on SCHEDULE B, PART 6.10.
As of the Closing Date, there are no proxies, irrevocable or otherwise, with
respect to such Capital Securities of any Subsidiary, and no Capital Securities
of any Subsidiary of any Borrower are or may become required to be issued by
reason of any options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, Capital Securities of any Subsidiary of
any Borrower, and there are no contracts, commitments, understandings or
arrangements by which any Subsidiary of any Borrower is or may become bound to
issue additional Capital Securities convertible into or exchangeable for such
Capital Securities. As of the Closing Date, all of such shares listed on
SCHEDULE B, PART 6.10 are owned by a Borrower or a Subsidiary of a Borrower free
and clear of any Liens.

         6.11     NO JUDGMENTS OR LITIGATION. As of the Closing Date, no
judgments, orders, writs or decrees ("JUDGMENT") are outstanding against any
Credit Party or any Subsidiary of any Credit Party, and there is not pending or,
to the knowledge of any Credit Party, threatened any material litigation, except
as set forth on SCHEDULE B, PART 6.11. Since the date hereof, there has not been
any change, development or event with respect to any of the matters disclosed on
SCHEDULE B, PART 6.11 which, when taken together with the matters disclosed on
SCHEDULE B, PART 6.11, would reasonably be expected to have a Material Adverse
Effect. No Judgment has been entered against any Credit Party which shall not
within 30 days have been vacated, discharged or stayed pending appeal (in each
case without payment of such Judgment by any Credit Party) and which, if paid in
full, would result in Average Normalized Availability of less than $65.0
million. No Judgment has been entered against any Credit Party, which, if
settled with a single payment or bonded pending appeal, would reasonably be
expected to require such Credit Party to make a payment which would result in
Average Normalized Availability of less than $65.0 million. There is not pending
or, to the knowledge of any Borrower or any Credit Party, threatened any
litigation, contested claim, investigation, arbitration, or governmental
proceeding by or against any Credit Party or any Subsidiary of any Credit Party
(i) with respect to any Credit Document seeking to enjoin any such Credit
Party's performance thereof or (ii) which would reasonably be expected to have a
Material Adverse Effect.

         6.12     ENVIRONMENTAL MATTERS. Except for such failures and
noncompliances of the types described herein which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect:

                  (a)      Each Borrower and each of its Subsidiaries is in
compliance with all applicable Environmental Laws and no Borrower nor any of its
Subsidiaries is liable for any damages, costs, penalties, fines, or forfeitures
under such Environmental Laws; there are no pending or, to the knowledge of any
Borrower, threatened Environmental Claims against the any Borrower or any of its
Subsidiaries or any Real Property Assets owned or operated by any Borrower or
any of its Subsidiaries; and there are no facts, circumstances, conditions or
occurrences on any Real Property Assets at any time owned or operated by any
Borrower or any of its Subsidiaries or, to the knowledge of any Borrower, on any
property adjoining or in the vicinity of any such Real Property Assets that
would reasonably be expected (i) to form the basis of an Environmental Claim
against any Borrower or any of its Subsidiaries or any Real Property Assets
currently owned or operated by any Borrower or any of its Subsidiaries, or (ii)
to cause any such currently owned Real Property Assets to be subject to any
restrictions on the

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<PAGE>

ownership, occupancy, use or transferability of such Real Property Assets by any
Borrower or any of its Subsidiaries under any applicable Environmental Law;

                  (b)      Each Borrower and each of its Subsidiaries have not
at any time generated, used, treated, stored disposed of Hazardous Materials on,
or transported Hazardous Materials to or from, or released Hazardous Materials
on, under or from any Real Property Assets owned or operated by any Borrower or
any of its Subsidiaries except in compliance with all applicable Environmental
Laws and in connection with the operation, use or maintenance of any such Real
Property Assets by such Borrower's or such Subsidiary's business;

                  (c)      No Borrower nor any of its Subsidiaries is currently
conducting any investigation, response or other corrective action at any
location pursuant to any Environmental Law, nor are any of them under any
obligation to do so; none of the Real Property Assets is (i) listed or proposed
for listing on the National Priorities List under CERCLA or (ii) listed on the
Comprehensive Environmental Response, Compensation and Liability Information
System promulgated pursuant to CERCLA, or (iii) included on any similar list
maintained under any Environmental Law; (e) no Borrower nor any of its
Subsidiaries has retained or assumed any liability, contractually, by operation
of law or otherwise, under any Environmental Law.

         6.13     LABOR MATTERS.

                  (a)      There are no material labor controversies pending or,
to the best knowledge of any Borrower after diligent inquiry, threatened between
any Borrower or any Subsidiary of any Borrower and any of their respective
employees which would be reasonably likely to result in a Material Adverse
Effect.

                  (b)      No Borrower and no Subsidiary of any Borrower is
engaged in any unfair labor practice. There is (i) no unfair labor practice
complaint pending against any Borrower or any Subsidiary of any Borrower or, to
the best knowledge of any Borrower, threatened against any of them, before the
National Labor Relations Board, and no significant grievance or significant
arbitration proceeding arising out of or under collective bargaining agreements
is so pending against any Borrower or any Subsidiary of any Borrower or, to the
best knowledge of any Borrower, threatened against any of them, (ii) no strike,
labor dispute, slowdown or stoppage pending against any Borrower or any
Subsidiary of any Borrower or, to the best knowledge of any Borrower, threatened
against any of them and (iii) to the knowledge of the Borrowers, no union
organizing activities exist with respect to the employees of Wellman or any of
its Subsidiaries not currently subject to a collective bargaining agreement,
which, in each case, would be reasonably likely to result in a Material Adverse
Effect.

         6.14     COMPLIANCE WITH LAW. Except as disclosed in connection with
any specific representations set forth herein regarding ERISA, environmental
laws, tax and other laws, no Borrower and no Subsidiary of any Borrower has
violated or failed to comply, in any material respect, with any Requirement of
Law or any requirement of any self-regulatory organization.

         6.15     ERISA.

                  (a)      As of the Closing Date, SCHEDULE B, PART 6.15 lists
(i) all ERISA Affiliates and (ii) all Plans and separately identifies all Title
IV Plans, Multiemployer Plans, and

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<PAGE>

Retiree Welfare Plans. Except with respect to Multiemployer Plans, each Plan
which is intended to be qualified under Section 401 of the Code has been
determined by the IRS to so qualify, the trusts created thereunder have been
determined to be exempt from tax under the provisions of Section 501 of the
Code, and nothing has occurred that would cause the loss of such qualification
or tax-exempt status. Except as would not reasonably be expected to have a
Material Adverse Effect, each Plan is in compliance with the applicable
provisions of ERISA and the Code, including the timely filing of all reports
required under the Code or ERISA. No Borrower, any Subsidiary of any Borrower
nor any ERISA Affiliate has failed to make any contribution or pay any amount
due as required by either Section 412 of the Code or Section 302 of ERISA or the
terms of any such Title IV Plan except where such failure would be reasonably
likely to result in a financial liability of the Borrowers and their
Subsidiaries in an amount in excess of $7.5 million. Except as would not be
reasonably be expected to have a Material Adverse Effect, no Prohibited
Transaction, in connection with any Plan has occurred that would subject any
Borrower, or Subsidiary of any Borrower to a material tax under Section 502(l)
of ERISA or Section 4975 of the Code, and no event has occurred with respect to
a Plan which would subject any Borrower or Subsidiary of any Borrower to any
material liability under Section 502(l) of ERISA.

                  (b)      As of the Closing Date, except as set forth in
SCHEDULE B, PART 6.15: (i) no Title IV Plan has any Unfunded Pension Liability;
(ii) no Termination Event or event described in Section 4062(e) of ERISA with
respect to any Title IV Plan has occurred or is reasonably expected to occur;
(iii) there are no pending, or to the knowledge of any Borrower or Subsidiary of
any Borrower, threatened claims (other than claims for benefits in the normal
course), sanctions, actions or lawsuits, asserted or instituted against any Plan
or any Person as fiduciary or sponsor of any Plan; (iv) within the last five
years no Title IV Plan has been terminated, whether or not in a "standard
termination" as that term is used in Section 4041(b)(1) of ERISA, nor has any
Title IV Plan (determined at any time within the past five years) with Unfunded
Pension Liabilities been transferred outside of the "controlled group" (within
the meaning of Section 4001(a)(14) of ERISA) of any Borrower, Subsidiary of any
Borrower or ERISA Affiliate (determined at such time).

         6.16     INTELLECTUAL PROPERTY. Each Credit Party and each Subsidiary
of each Credit Party possesses such patents, patent applications, copyrights,
service marks, trademarks and trade names (or licenses thereof) as are required
to continue to conduct its present business activities, except for any failures
to so possess which singly or in the aggregate would not reasonably be expected
to have a Material Adverse Effect.

         6.17     LICENSES AND PERMITS. Except as would not reasonably be
expected to have a Material Adverse Effect, each Credit Party has obtained and
holds in full force and effect, all franchises, licenses, leases, permits,
certificates, authorizations, qualifications, easements, rights of way and other
rights and approvals which are necessary or advisable for the operation of its
businesses as presently conducted and as proposed to be conducted. Except as
would not reasonably be expected to have a Material Adverse Effect, each Credit
Party is not in violation of the terms of any such franchise, license, lease,
permit, certificate, authorization, qualification, easement, right of way, right
or approval.

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<PAGE>

         6.18     TITLE TO PROPERTY. As of the Closing Date, all Real Property
is identified on SCHEDULE B, PART 6.18. Each Credit Party has good and
marketable title in fee simple to, or a valid leasehold interest in, all its
Real Property , and good title to all its other property, and none of such
property is subject to any Lien, except Permitted Liens.

         6.19     GOVERNMENTAL REGULATIONS. No Credit Party is (a) an investment
company or a company controlled by an investment company within the meaning of
the Investment Company Act of 1940, as amended, (b) a holding company or a
Subsidiary of a holding company, or an Affiliate of a holding company or of a
Subsidiary of a holding company, within the meaning of the Public Utility
Holding Company Act of 1935, as amended, or (c) subject to any other law which
purports to regulate or restrict its ability to borrow money or to consummate
the transactions contemplated by this Credit Agreement or the other Credit
Documents or to perform its obligations hereunder or thereunder.

         6.20     BORROWERS' TAXES AND TAX RETURNS.

                  (a)      Except as set forth on SCHEDULE B, PART 6.20, as of
the Closing Date, each Borrower and each Subsidiary of each Borrower (and any
affiliated, consolidated or combined group of which any Borrower or any
Subsidiary of any Borrower are now or have been members) have timely filed
(inclusive of any permitted extensions) with the appropriate taxing authorities
all returns (including information returns) in respect of Borrower Taxes
required to be filed through the date hereof and will timely file (inclusive of
any permitted extensions) any such returns required to be filed on and after the
date hereof. All such returns filed are complete and accurate in all material
respects. Except as specified in SCHEDULE B, PART 6.20, as of the Closing Date,
no Borrower and no Subsidiary of any Borrower, nor any affiliated, consolidated
or combined group of which any Borrower or any Subsidiary of any Borrower are
now or were members, have requested any extension of time within which to file
returns (including information returns) in respect of any Borrower Taxes.

                  (b)      As of the Closing Date, all taxes, assessments, fees
and other governmental charges (including any penalties or interest thereon)
payable by any Borrower and any Subsidiary of any Borrower (and any affiliated
group of which any Borrower or any Subsidiary of any Borrower is now or has been
a member) in respect of their incomes, franchises, businesses, properties or
otherwise (collectively, "BORROWER TAXES") in respect of periods beginning prior
to the date hereof, have been timely paid, or will be timely paid, or an
adequate reserve has been established therefor, as set forth in SCHEDULE B, PART
6.20 or in the Financial Statements, and no Borrower or Subsidiary of any
Borrower has any liability for Borrower Taxes in excess of the amounts so paid
or reserves so established.

                  (c)      As of the Closing Date, except as set forth in
SCHEDULE B, PART 6.20, no deficiencies for Borrower Taxes have been claimed,
proposed or assessed by any taxing or other Governmental Authority against any
Borrower or any Subsidiary of any Borrower and no Liens for Borrower Taxes have
been filed. Except as set forth in SCHEDULE B, PART 6.20, as of the Closing
Date, there are no pending or, to the best of the knowledge of any Borrower,
threatened audits, investigations or claims for or relating to any liability in
respect of Borrower Taxes, and there are no matters under discussion with any
taxing or other Governmental Authority with respect to Borrower Taxes which are
likely to result in a material additional liability for

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Borrower Taxes. Either the federal income tax returns of each Borrower have been
audited by the Internal Revenue Service and such audits have been closed, or the
period during which any assessments may be made by the Internal Revenue Service
has expired without waiver or extension, for all years up to and including the
fiscal year ended December 31, 2002. Except as set forth in SCHEDULE B, PART
6.20, as of the Closing Date, no extension of a statute of limitations relating
to Borrower Taxes is in effect with respect to any Borrower or any Subsidiary of
any Borrower.

                  (d)      Except as set forth on SCHEDULE B, PART 6.20, as of
the Closing Date, no Borrower and no Domestic Subsidiary of any Borrower has any
obligation under any tax sharing agreement or agreement with any Subsidiary that
is not a Credit Party regarding payments in lieu of Borrower Taxes.

         6.21     STATUS OF ACCOUNTS. Each Account of each Borrower included as
an Eligible Account Receivable in the most recently delivered Borrowing Base
Certificate is based on an actual and bona fide sale and delivery of goods or
rendition of services to customers, made by such Borrower in the ordinary course
of its businesses; the goods and inventory being sold by any Borrower and the
Accounts created thereby are the exclusive property of such Borrower and are not
and shall not be subject to any Lien whatsoever other than those arising under
the Security Agreements and Permitted Liens and such Borrower's customers have
accepted the goods or services (with FOB plant shipments deemed to be accepted
by the applicable customer), owe and are obligated to pay the full amounts
stated in the invoices according to their terms, without any dispute, offset,
defense, counterclaim or contra.

         6.22     MATERIAL CONTRACTS AND RESTRICTIONS. No Material Contract
contains any restrictions set forth in SECTION 8.13 and all Material Contracts
are in full force and effect, and no defaults currently exist thereunder. The
raw material contract referenced in CLAUSE (v) of the definition of Financing
Transactions is in full force and effect and has not been modified, waived or
amended in any way which would reasonably be expected to result in a material
increase of the raw material costs of Wellman and its Domestic Subsidiaries.

         6.23     AFFILIATE TRANSACTIONS. Except as set forth on SCHEDULE B,
PART 6.23, no Borrower and no Subsidiary of any Borrower is a party to or bound
by any agreement or arrangement (whether oral or written) to which any Affiliate
of any Borrower or Subsidiary of any Borrower is a party except (a) by and
between Credit Parties, (b) in the ordinary course of and pursuant to the
reasonable requirements of such Borrower's or such Subsidiary's business or (c)
upon fair and reasonable terms no less favorable to such Borrower and such
Subsidiary than it could obtain in a comparable arm's-length transaction with an
unaffiliated Person.

         6.24     ACCURACY AND COMPLETENESS OF INFORMATION. All factual
information furnished by or on behalf of any Borrower or any Subsidiary of any
Borrower in writing to the Agent, any Lender, or the Auditors for purposes of or
in connection with this Credit Agreement or any of the other Credit Documents,
or any transaction contemplated hereby or thereby is or will be true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any material fact
necessary to make such information not misleading at such time; PROVIDED that
with respect to projected financial information, the only representations and
warranties made hereby are that such information was prepared based on

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good faith estimates and assumptions made by management of Wellman believed to
be reasonable at the time made and that there are no statements or conclusions
in any such information which are based upon or include information known to the
executive officers of Wellman to be misleading or which fail to take into
account material information regarding the matters reported therein; provided,
further, that projections are not to be viewed as facts and that actual results
during the covered period may differ from projected results; and provided,
further, that no Borrower or its Subsidiaries shall be required to disclose
information that is subject to attorney-client privilege.

         6.25     RECORDING TAXES AND FEES. All recording fees and other charges
payable in connection with the filing and recording of the Credit Documents have
either been paid in full by the Borrowers or arrangements for the payment of
such amounts satisfactory to the Agent shall have been made.

         6.26     NO ADVERSE CHANGE OR EVENT.

                  (a)      Since September 30, 2003, no change in the business,
assets, Liabilities, financial condition, results of operations or business
prospects of any Borrower or any Subsidiary of any Borrower has occurred, and no
event has occurred or failed to occur, that has had or would reasonably be
expected to have, either alone or in conjunction with all other such changes,
events and failures, a Material Adverse Effect (it being understood that the
items described on SCHEDULE B, PART 6.26 do not constitute an event or
circumstance that had or would reasonably be expected to have, a Material
Adverse Effect). Such an event may have occurred or failed to occur, at any
particular time notwithstanding the fact that at such time no Default or Event
of Default shall have occurred and be continuing.

                  (b)      Except as fully reflected in the financial statements
described in Section 6.7 and the Indebtedness incurred under this Credit
Agreement, the First Lien Credit Facility and the Second Lien Credit Facility,
as of the Closing Date, (i) there were no liabilities or obligations (excluding
current obligations incurred in the ordinary course of business) with respect to
any Borrower or any of its Subsidiaries of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether or not due) which, either
individually or in the aggregate, would reasonably be expected to have Material
Adverse Effect and (ii) neither any Borrower nor any of its Subsidiaries knows
of any basis for the assertion against it or any of its Subsidiaries of any such
liability or obligation of any nature whatsoever that is not fully disclosed in
the financial statements delivered pursuant to Section 6.7 and that, either
individually or in the aggregate, is or would be reasonably be expected to have
a Material Adverse Effect.

         6.27     PERFECTION CERTIFICATES. All material information set forth on
the perfection certificates provided to the Agent by the Borrowers on the date
hereof is true and correct and does not omit or fail to state any material fact.

         6.28     REPRESENTATIONS AND WARRANTIES IN DOCUMENTS. All
representations and warranties by each Borrower and its Subsidiaries set forth
in the other Credit Documents were true and correct in all material respects at
the time as of which such representations and warranties were made (or deemed
made) and shall be true and correct in all material respects as of the Closing
Date as if such representations or warranties were made on and as of such date,

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unless stated to relate to a specific earlier date, in which case such
representations or warranties shall be true and correct in all material respects
as of such specific date.

         6.29     INDEBTEDNESS. SCHEDULE B, PART 6.29 sets forth a true and
complete list of all Indebtedness (exclusive of Indebtedness pursuant to this
Credit Agreement, the First Lien Credit Facility and the Second Lien Credit
Facility, Intercompany Indebtedness among Credit Parties, Intercompany
Indebtedness among Foreign Subsidiaries and Guarantee Obligations permitted by
SECTION 8.3(j) of this Credit Agreement) of each Borrower and its Subsidiaries
as of the Closing Date and which is to remain outstanding after giving effect to
the Transactions and the incurrence of Loans hereunder on such date, in each
case showing the aggregate principal amount thereof (and the aggregate amount of
any undrawn commitments with respect thereto) and the name of the respective
borrower and any other entity which directly or indirectly guaranteed such debt.

         6.30     TRANSACTIONS. At the time of consummation thereof, the
Transactions shall have been consummated in accordance with the terms of the
Credit Documents and all applicable laws. At the time of consummation thereof,
all consents and approvals of, and filings and registrations with, and all other
actions in respect of, all governmental agencies, authorities or
instrumentalities required in order to make or consummate the Transactions in
accordance with the terms of the Credit Documents and all applicable laws have
been obtained, given, filed or taken and are or will be in full force and effect
(or effective judicial relief with respect thereto has been obtained). All
applicable waiting periods with respect thereto have or, prior to the time when
required, will have, expired without, in all such cases, any action being taken
by any competent authority which restrains, prevents, or imposes material
adverse conditions upon the Transactions. Additionally, there does not exist any
judgment, order or injunction prohibiting or imposing material adverse
conditions upon the consummation of the Transactions or the performance by any
Borrower or its Subsidiaries of their respective obligations under any Credit
Document and all applicable laws.

         6.31     INSURANCE. SCHEDULE B, PART 6.31 sets forth a true, complete
and correct description of all insurance maintained by each Borrower and its
Subsidiaries as of the Closing Date. All insurance maintained pursuant to the
requirements of SECTION 7.8 by each Borrower and its Subsidiaries is in full
force and effect, all premiums have been duly paid, neither any Borrower nor any
of its Subsidiaries has received notice of violation or cancellation thereof
(other than a cancellation which has been replaced by similar insurance), the
Real Property of the Borrowers and their Subsidiaries, and the use, occupancy
and operation thereof, comply in all material respects with all requirements of
such policies, and there exists no default under any such policy. Each Borrower
and its Subsidiaries has insurance in such amounts and covering such risks and
liabilities as are reasonably prudent.

         6.32     USE OF PROCEEDS; MARGIN STOCK, ETC. Neither the making of any
Loans hereunder nor the use of proceeds thereof will violate or be inconsistent
with the provisions of Regulation T, U or X.

         6.33     ANTI-TERRORISM LAW.

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                  (a)      No Borrower is, and, to the knowledge of each
Borrower, none of its Affiliates is, in violation of any laws relating to
terrorism or money laundering ("ANTI-TERRORISM LAWS"), including Executive Order
No. 13224 on Terrorist Financing, effective September 24, 2001 (the "EXECUTIVE
ORDER"), and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56.

                  (b)      No Borrower is, and, to the knowledge of each
Borrower, no Affiliate or broker or other agent of any Borrower is, acting or
benefiting in any capacity in connection with any Loans hereunder is any of the
following:

                           (i)      a person that is listed in the annex to, or
                  is otherwise subject to the provisions of, the Executive
                  Order;

                           (ii)     a person owned or controlled by, or acting
                  for or on behalf of, any person that is listed in the annex
                  to, or is otherwise subject to the provisions of, the
                  Executive Order;

                           (iii)    a person with which any Lender is prohibited
                  from dealing or otherwise engaging in any transaction by any
                  Anti-Terrorism Law;

                           (iv)     a person that commits, threatens or
                  conspires to commit or supports "terrorism" as defined in the
                  Executive Order; or

                           (v)      a person that is named as a "specially
                  designated national and blocked person" on the most current
                  list published by the U.S. Treasury Department Office of
                  Foreign Assets Control ("OFAC") at its official website or any
                  replacement website or other replacement official publication
                  of such list.

                  (c)      No Borrower is, and, to the knowledge of each
Borrower, no broker or other agent of any Borrower is, acting in any capacity in
connection with any Loans hereunder (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any person described in paragraph (b) above, (ii) deals in, or
otherwise engages in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order, or (iii) engages in or
conspires to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in any Anti-Terrorism Law.

         6.34     ACCOUNTS. As of the Closing Date, except for the Depository
Account, the Investment Account and the Concentration Account and the accounts
set forth on SCHEDULE B, PART 6.34, no Borrower and no Domestic Subsidiary of
any Borrower maintains or otherwise has any (a) checking, savings or other
accounts at any bank or other financial institution, (b) investment account,
securities account, commodity account or any similar account with any securities
intermediary or commodity intermediary or (c) other account where money is or
may be deposited or maintained with any Person. As of the Closing Date, SCHEDULE
B, PART 6.34 sets forth the name of each financial institution, securities
intermediary, commodity intermediary or other Person at which any account
described above is maintained and the purpose of each such account.

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                                   ARTICLE 7

                              AFFIRMATIVE COVENANTS

         Until the Expiration Date and payment and satisfaction of all
Obligations (other than contingent indemnification obligations not due and
payable):

         7.1      FINANCIAL INFORMATION. The Borrowers shall furnish to the
Agent (and the Agent shall distribute to the Lenders) the following information
within the following time periods:

                  (a)      as soon as available and in any event within ninety
(90) days (except with respect to CLAUSE (i)(b) of this SECTION 7.1(a)) after
the end of each fiscal year of the Borrowers (i) audited Financial Statements as
of the close of the fiscal year and for the fiscal year, together with
comparisons to the Financial Statements for the prior year and to the most
recent projections with respect to such fiscal year delivered pursuant to CLAUSE
(d) of this SECTION 7.1, accompanied by (a) an opinion of the Auditors which
opinion shall be unqualified in scope and otherwise in form and substance
reasonably satisfactory to the Agent, (b) promptly upon delivery, such Auditors'
"MANAGEMENT LETTER" to the Borrowers, (c) a written statement signed by the
Auditors stating that in the course of the regular audit of the business of the
respective Borrowers which audit was conducted by the Auditors in accordance
with generally accepted auditing standards, the Auditors have not obtained any
knowledge of the existence of any Default or Event of Default relating to
financial or accounting matters under any provision of this Credit Agreement,
or, if such Auditors shall have obtained from such examination any such
knowledge, they shall disclose in such written statement the existence of the
Default or Event of Default and the nature thereof, it being understood that
such Auditors shall have no liability, directly or indirectly, to anyone for
failure to obtain knowledge of any such Default or Event of Default (PROVIDED,
no such report shall be required in the event the Auditors no longer provide
such opinions under applicable accounting or auditing standards), (ii) a
narrative discussion of the consolidated financial condition and results of
operations and the consolidated liquidity and capital resources of Borrowers for
such fiscal year prepared by management and (iii) a compliance certificate
substantially in the form of EXHIBIT D along with a schedule in form and
substance reasonably satisfactory to the Agent of the calculations used in
determining, as of the end of such fiscal year, whether the Borrowers were in
compliance with the covenants set forth in SECTION 8.1 of this Credit Agreement
for such year. To the extent that Wellman's annual report on Form 10-K contains
any of the foregoing items, the Lenders will accept such Form 10-K in lieu of
such items;

                  (b)      as soon as available and in any event within
forty-five (45) days after the end of each fiscal quarter of the Borrowers
(except the last fiscal quarter of any fiscal year) (i) Financial Statements as
at the end of and for such period and for the fiscal year to date, together with
comparisons to the Financial Statements for the same periods in the prior year,
all in reasonable detail and duly certified (subject to year-end audit
adjustments) by the chief accounting officer or chief financial officer of
Wellman as having been prepared in accordance with GAAP, (ii) a narrative
discussion of the consolidated financial condition and results of operations and
the consolidated liquidity and capital resources of Borrowers for such period
and for the fiscal year to date prepared by management, (iii) a compliance
certificate substantially in the form of EXHIBIT D along with a schedule in form
and substance reasonably satisfactory to the

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Agent of the calculations used in determining, as of the end of such fiscal
quarter, whether the Borrowers were in compliance with the covenants set forth
in ARTICLES 7 AND 8 of this Credit Agreement for such quarter. To the extent
that Wellman's quarterly report on Form 10-Q contains any of the foregoing
items, the Lenders will accept such Form 10-Q in lieu of such items;

                  (c)      as soon as available and in any event within thirty
(30) days after the end of each fiscal month (except the last fiscal month of
any fiscal quarter, with respect to which such reports shall be delivered within
forty-five (45) days after the end of the fiscal month (other than the last
quarter of the fiscal year with respect to which such reports shall be delivered
within ninety (90) days after the end of the fiscal month)), (i) consolidated
balance sheets for the Consolidated Entity as at the end of such fiscal month
and consolidated statements of operations and cash flows for such fiscal month
and for the fiscal year to date, together with a comparison to the consolidated
balance sheets, statements of operations and statements of cash flows for the
same periods in the prior year, all in reasonable detail and duly certified
(subject to year-end audit adjustments) by the chief accounting officer or chief
financial officer of Wellman as having been prepared in accordance with GAAP and
(ii) a compliance certificate substantially in the form of EXHIBIT D along with
a schedule in form and substance reasonably satisfactory to the Agent of the
calculations used in determining, as of the end of such fiscal month, whether
the Borrowers were in compliance with the covenants set forth in ARTICLES 7 AND
8 of this Credit Agreement for such fiscal month;

                  (d)      not later than forty-five (45) days after the end of
each fiscal year commencing with the fiscal year ending December 31, 2004,
quarterly projections of the consolidated financial condition and results of
operations of the Consolidated Entity's for the following fiscal year and annual
projections for each subsequent fiscal year through and including the fiscal
year in which the Expiration Date occurs, including, but not limited to,
projected consolidated balance sheets, consolidated statements of operations,
consolidated statements of cash flows and consolidated statements of changes in
shareholders' equity for such fiscal years;

                  (e)      a copy of the state and federal income tax returns of
each Borrower and each Subsidiary of each Borrower within five (5) Business Days
after they are filed with the appropriate taxing authorities, if and when
requested by any Lender through the Agent;

                  (f)      upon request by the Agent at any time, and in any
event within ten (10) Business Days after the last Business Day of each fiscal
month (and within three (3) Business Days after the last Business Day of each
week when Total Exposure has exceeded 80% of the Borrowing Base for five (5)
consecutive Business Days), a borrowing base certificate in the form of EXHIBIT
E (the "BORROWING BASE CERTIFICATE") with all supporting detail as Agent may
from time to time reasonably require, duly completed, detailing each Borrower's
understanding as to which Accounts or Inventory constitute Eligible Accounts
Receivable and Eligible Inventory as of the last day of such fiscal month (or
such other date as the Agent may specify in such request), and certified by the
chief accounting officer or chief financial officer of Wellman and subject only
to adjustment upon completion of the normal year-end audit of physical
inventory. In addition, each Borrowing Base Certificate shall have attached to
it such additional schedules and/or other information as the Agent may
reasonably request;

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                  (g)      promptly and in any event within five (5) Business
Days after becoming aware of the occurrence of a Default or Event of Default, a
certificate of the chief accounting officer or chief financial officer or
Treasurer of Wellman specifying the nature thereof and the proposed response
thereto, each in reasonable detail;

                  (h)      promptly upon the earlier of the mailing or filing
thereof, copies of all 10-Ks, 10-Qs, 8-Ks, proxy statements, annual reports,
quarterly reports, registration statements and any other filings or other
communications made by any Borrower to holders of its publicly traded securities
or the Securities Exchange Commission from time to time pursuant to the
Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as
amended; and

                  (i)      from time to time, such further non-privileged
information regarding the Collateral, business affairs and prospects and
financial condition of each Borrower and each Subsidiary of each Borrower as the
Agent may reasonably request.

         7.2      CERTAIN COLLATERAL. Promptly, upon the request of the Agent
from time to time, each Borrower shall provide to the Agent written statements
listing items of Inventory and Accounts in reasonable detail as reasonably
requested by the Agent. Each Borrower shall conduct or cause to be conducted (in
a manner consistent with the requirements for the physical count of the
Inventory in connection with the Borrowers' annual audit conducted by the
Auditors) a physical count of the Inventory and, if requested by the Agent, a
copy of such count shall be promptly supplied to the Agent accompanied by a
report of the value (valued at FIFO) of such Inventory. Upon the occurrence and
during the continuance of an Event of Default, each Borrower shall conduct such
a physical count of the Inventory at such other times and as of such other dates
as the Agent shall reasonably request. In addition to, and not in limitation of,
the foregoing, at any time and from time to time the Agent may conduct (or
engage third parties to conduct) such field examinations, appraisals,
verifications and evaluations of the Collateral as the Agent shall deem
necessary or appropriate in the exercise of its sole discretion and shall
provide copies of such examinations, appraisals, verifications and evaluations
to the Lenders; PROVIDED, that, so long as an Event of Default shall not have
occurred and be continuing or so long as Availability is not below $40.0 million
for more than three (3) consecutive Business Days, the Agent shall not conduct
(or engage third parties to conduct) field examinations, appraisals,
verifications and evaluations of the Collateral more than once in any Fiscal
Year. If any Inventory of a Borrower is at any time hereafter stored or located
at any warehouse not owned or leased by such Borrower, then such Borrower shall
promptly deliver to such warehouseman notification of the Agent's Lien on such
Inventory and shall take such other steps as the Agent reasonably requires to
perfect its Liens thereon.

         7.3      CORPORATE EXISTENCE AND COMPLIANCE WITH LAWS. Each Borrower
shall, and shall cause each of its Subsidiaries to, (a) maintain its corporate
existence (except that Subsidiaries of any Borrower may merge with wholly-owned
Subsidiaries of such or any other Borrower upon providing the Agent with prior
written notice) and maintain in full force and effect all licenses, bonds,
franchises, leases, trademarks and qualifications to do business, and all
patents, contracts and other rights necessary or advisable to the profitable
conduct of their businesses except as would not reasonably be expected to have a
Material Adverse Effect, and (b) comply, in all material respects, with all
Requirements of Law applicable to its business, its operations and to the
Collateral.

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         7.4      ERISA. Each Borrower shall deliver to the Agent for the
benefit of the Lenders, at the such Borrower's expense, the following
information at the times specified below:

                  (a)      within ten (10) days after a request by the Agent,
copies of each annual report (form 5500 series), including Schedule B thereto,
filed with respect to each Title IV Plan;

                  (b)      within ten (10) days after a request by the Agent,
copies of each actuarial report for any Title IV Plan, Multiemployer Plan or
Retiree Welfare Plan and each annual report for any Multiemployer Plan;

                  (c)      within ten (10) days upon the occurrence thereof,
notification of any increase in the benefits of any existing Title IV Plan or
the establishment of any new Title IV Plan or the commencement of contributions
to any Title IV Plan to which such Borrower, any Subsidiary of such Borrower or
any ERISA Affiliate was not previously contributing;

                  (d)      concurrent with (i) the filing of a notice with the
PBGC with respect to any Reportable Event which requires by regulation 30 days
advance notice and (ii) the date of the Reportable Event for any Reportable
Event which by regulation post-event notice is required to be filed with the
PBGC, a description of the facts and circumstances which constitute the
Reportable Event for which a filing with the PBGC is required under Section 4043
of ERISA; and

                  (e)      within three (3) days upon the occurrence thereof,
any event or condition referred to in CLAUSES (i) THROUGH (vii) of SECTION
9.1(i), whether or not such event or condition shall constitute an Event of
Default.

         Each Borrower and its Subsidiaries shall establish, maintain and
operate all Plans to comply in all material respects with the provisions of
ERISA, the Code, and all other Requirements of Law, other than to the extent
that such Borrower or any such Subsidiary (i) is in good faith contesting by
appropriate proceedings the validity or application of any such provision, law,
rule, regulation or interpretation and (ii) has made an adequate reserve or
other appropriate provision therefor as required in order to be in conformity
with GAAP.

         7.5      BOOKS AND RECORDS. Each Borrower agrees to maintain, and to
cause each of its Subsidiaries to maintain, books and records, including those
pertaining to the Collateral, in such detail, form and scope as is consistent
with good business practice, and agrees that, upon the reasonable request of the
Agent, such books and records will reflect the Agent's and Lenders' respective
interests in its Accounts. Each Borrower agrees that the Agent or its agents may
enter upon the premises of such Borrower or any Domestic Subsidiary of such
Borrower at any time and from time to time, during normal business hours and
upon reasonable notice under the circumstances, and at any time at all on and
after the occurrence of a Default, and which has not otherwise been waived
pursuant to SECTION 11.10, for the purposes of (a) conducting field examinations
and appraisals and inspecting, evaluating and verifying the Collateral, (b)
inspecting and/or copying (at such Borrower's expense) any and all records
pertaining thereto and (c) discussing the business affairs and prospects and
financial condition of such or any other Borrower and each Subsidiary of such or
any other Borrower with any officers, employees and directors of such Borrower
or such Subsidiary or with the Auditors. Each Borrower shall give

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the Agent ten (10) days prior written notice of any change in the location of
any Collateral or in the location of its chief executive office or place of
business from the locations specified in SCHEDULE B, and each Borrower shall
execute in advance of such change and cause to be filed and/or delivered to the
Agent any financing statements, Collateral Access Agreements or other documents
reasonably required by the Agent, all in form and substance satisfactory to the
Agent. Each Borrower agrees to advise the Agent promptly, in sufficient detail,
of any substantial changes relating to the type, quantity or quality of the
Collateral, or any event which singly or in the aggregate reasonably be expected
to have a Material Adverse Effect on the value of the Collateral or on the Liens
granted for the benefit of the Agent, the Lenders and the Issuing Banks thereon.

         7.6      COLLATERAL RECORDS. Each Borrower agrees to execute and
promptly deliver, and to cause each of its Domestic Subsidiaries to execute and
promptly deliver, to the Agent, from time to time, solely for the Agent's
convenience in maintaining a record of the Collateral, such written statements
and schedules as the Agent may reasonably require, including those described in
SECTION 7.1 of this Credit Agreement, designating, identifying or describing the
Collateral. The failure by any Borrower or any Domestic Subsidiary of any
Borrower, however, to promptly give the Agent such statements or schedules shall
not affect, diminish, modify or otherwise limit the Liens on the Collateral
granted pursuant to the Credit Documents.

         7.7      SECURITY INTERESTS. Each Credit Party shall defend the
Collateral against all claims and demands of all Persons at any time claiming
the same or any interest therein. Each Credit Party shall comply with the
requirements of all state and federal laws in order to grant to the Agent, the
Lenders and the Issuing Banks valid and perfected first priority security
interests subject to CLAUSE (b) of SECTION 8.4 and Liens identified on SCHEDULE
B, PART 8.4 as being prior to Agent's Liens in the Collateral, with perfection,
in the case of any investment property, being effected by giving the Agent
control of such investment property and by the filing of a UCC financing
statement with respect to such investment property. The Agent is hereby
authorized by each Borrower to file any UCC financing statements covering the
Collateral whether or not such Borrower's signatures appear thereon. Each
Borrower shall, and shall cause each of its Subsidiaries to, do whatever the
Agent may reasonably request, from time to time, to effect the purposes of this
Credit Agreement and the other Credit Documents, including filing notices of
liens, UCC financing statements, fixture filings and amendments, renewals and
continuations thereof; entering into Control Agreements with respect to any
deposit account, investment account, securities account, commodity account or
any other similar account permitted to be maintained by any Borrower or any
Subsidiary of any Borrower hereunder; cooperating with the Agent's
representatives; keeping stock records; obtaining waivers from landlords and
mortgagees and from warehousemen and their landlords and mortgagees; and, paying
claims which might, if unpaid, become a Lien on the Collateral.

         7.8      INSURANCE; CASUALTY LOSS. Each Borrower agrees to maintain,
and to cause each of its Subsidiaries to maintain, public liability insurance,
third party property damage insurance and replacement value insurance on the
Collateral under such policies of insurance, with such insurance companies, in
such amounts and covering such risks as are at all times reasonably prudent. All
policies covering the Collateral (which for purposes hereof shall include
business interruption insurance) are to name the Agent as an additional insured
and the loss payee in case of loss, and are to contain such other provisions as
the Agent may reasonably require to fully

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protect the interest of the Lenders in the Collateral and to any payments to be
made under such policies. Each Borrower shall provide written notice to the
Agent of the occurrence of any of the following events within five (5) Business
Days after the occurrence of such event: any asset or property owned or used by
such Borrower or any of its Domestic Subsidiaries is (a) damaged or destroyed,
or suffers any other loss; or (b) condemned, confiscated or otherwise taken, in
whole or in part, or the use thereof is otherwise diminished so as to render
impracticable or unreasonable the use of such asset or property for the purposes
for which such asset or property was used immediately prior to such
condemnation, confiscation or taking, by exercise of the powers of condemnation
or eminent domain or otherwise, and in either case the amount of the damage,
destruction, loss or diminution in value which is in excess of $2.0 million
(collectively, a "CASUALTY LOSS"). Each Borrower shall diligently file and
prosecute, or cause to be filed and prosecuted, all claims for any award or
payment in connection with a Casualty Loss with respect to such Borrower. In the
event of a Casualty Loss with respect to any Borrower, such Borrower shall
deliver to Agent a Pro Forma Borrowing Base Certificate setting forth the change
in the Borrowing Base as a result of such Casualty Loss and, promptly upon
receipt of any and all insurance proceeds and payments received by such Borrower
or any of its Domestic Subsidiaries on account of such Casualty Loss, shall pay
to the Agent all such amounts. The Agent shall apply an amount of such proceeds
equal to the change in the Borrowing Base as reflected in the Pro Forma
Borrowing Base Certificate to payment of accrued and unpaid interest or
outstanding principal under Loans or any other Obligations then due and payable
hereunder. After the occurrence and during the continuance of an Event of
Default, (i) no settlement on account of any such Casualty Loss with respect to
any Borrower shall be made without the consent of the Agent and (ii) the Agent
may participate in any such proceedings and the applicable Borrower shall
deliver to the Agent such documents as may be requested by the Agent to permit
such participation and shall consult with the Agent, its attorneys and agents in
the making and prosecution of such claim or claims. Each Borrower hereby
irrevocably authorizes and appoints the Agent its attorney-in-fact, and agrees
that, upon request, it will cause each Subsidiary of such Borrower to authorize
and appoint the Agent its attorney-in-fact, after the occurrence and during the
continuance of an Event of Default, to collect and receive any such award or
payment and to file and prosecute such claim or claims, which power of attorney
shall be irrevocable and shall be deemed to be coupled with an interest, and
each Borrower shall, upon demand of the Agent, make, execute and deliver, and
cause each of its Domestic Subsidiary to make, execute and deliver, any and all
assignments and other instruments sufficient for the purpose of assigning any
such award or payment to the Agent for the benefit of the Agent, the Lenders and
the Issuing Banks, free and clear of any encumbrances of any kind or nature
whatsoever.

         7.9      BORROWER'S TAXES. Each Borrower agrees to pay, when due, and
to cause each of its Subsidiaries to pay when due, all Borrower Taxes lawfully
levied or assessed against such Borrower, any Subsidiary of such Borrower or any
of their properties, including any of the Collateral, before any penalty or
interest accrues thereon; PROVIDED that, unless such Borrower's Taxes have
become a tax or ERISA Lien on any of the assets of such Borrower or any such
Subsidiary, no such Borrower Taxes need be paid if the same is being contested,
in good faith, by appropriate proceedings promptly instituted and diligently
conducted, and if an adequate reserve or other appropriate provision shall have
been made therefor as required in order to be in conformity with GAAP.

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         7.10     ENVIRONMENTAL MATTERS. Each Borrower will comply, and will
cause each of its Subsidiaries to comply, in all material respects with all
Environmental Laws applicable to the ownership or use of its Real Property
Assets now or hereafter owned or operated by any Borrower or any of its
Subsidiaries, will pay or cause to be paid all costs and expenses incurred in
connection with such compliance, and will keep or cause to be kept all such Real
Property Assets free and clear of any Environmental Liens (other than Permitted
Liens). No Borrower nor any of its Subsidiaries will generate, use, treat,
store, Release or dispose of, or permit the generation, use, treatment, storage,
Release or disposal of Hazardous Materials on, at or from any Real Property
Assets now or hereafter owned or operated by such Borrower or any of its
Subsidiaries, or transport or permit the transportation of Hazardous Materials
to or from any such Real Property Assets except for Hazardous Materials used or
stored at any such Real Property Assets in compliance with all applicable
Environmental Laws and reasonably required in connection with the business of
such Borrower and its Subsidiaries or the operation, use and maintenance of any
such Real Property Assets. If any Borrower or any of its Subsidiaries or any
tenant or occupant of any Real Property Assets owned or operated by any Borrower
or any of its Subsidiaries causes or permits any intentional or unintentional
act or omission resulting in the presence or Release of any Hazardous Material
in a quantity or concentration sufficient to require reporting or to trigger an
obligation to undertake investigation, clean-up, response or other corrective
action under applicable Environmental Laws, each Borrower agrees to undertake,
and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at
their sole expense, any action required pursuant to Environmental Laws with
respect to such Hazardous Materials except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect; PROVIDED that no
Borrower nor any of its Subsidiaries shall be required to undertake any action
while the requirement to undertake such action is being contested in good faith
and by proper proceedings so long as it has maintained adequate reserves with
respect to such action to the extent required in accordance with GAAP.

         7.11     USE OF PROCEEDS. The initial Loans made to the Borrowers
hereunder shall be used by the Borrowers for the purpose of refinancing each
Refinanced Facility and to pay the costs and expenses of the transactions
contemplated by this Credit Agreement which are due and payable on the Closing
Date, including the Fees and Expenses due on the Closing Date pursuant to
ARTICLE 4; and the proceeds of any subsequent Loans made hereunder shall be used
by the Borrowers solely for the Borrowers' working capital purposes and for
general corporate purposes. The Borrowers shall not use any portion of the
proceeds of any such Loans for the purpose of purchasing or carrying any "margin
stock" (as defined in Regulation U of the Board of Governors of the Federal
Reserve System) in any manner which violates the provisions of Regulation T, U
or X of said Board of Governors or for any other purpose in violation of any
applicable statute or regulation, or of the terms and conditions of this Credit
Agreement.

         7.12     FISCAL YEAR. Each Borrower agrees to maintain its fiscal year
as a year ending December 31 unless otherwise required by law, in which case
such Borrower will give the Agent at least thirty (30) days prior written notice
thereof.

         7.13     NOTIFICATION OF CERTAIN EVENTS. Each Borrower agrees that it
shall promptly (but, in the case of CLAUSE (g), in any event within two (2)
Business Days after such Borrower learns of any such proceeding, change,
development or event) notify the Agent (and the Agent shall promptly notify each
Lender) of:

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                  (a)      any Material Contract of such Borrower or any of its
Subsidiaries that is terminated or amended in any material respect or any new
Material Contract that is entered into (in which event such Borrower shall
provide the Agent with a copy of such Material Contract);

                  (b)      the entry of any order, judgment or decree in excess
of $1,000,000 against such Borrower or any of its Subsidiaries or any of their
respective properties or assets;

                  (c)      receipt by such Borrower or any of its Subsidiaries
of any notification of a material violation of any Requirement of Law from any
Governmental Authority;

                  (d)      the enactment or promulgation of any Requirement of
Law or any other actual or prospective change, development or event which in
each case has had or would reasonably be expected to have a Material Adverse
Effect;

                  (e)      any proceedings being instituted or threatened to be
instituted by or against such Borrower or any of its Subsidiaries, before any
Governmental Authority or arbitrator which is seeking injunctive relief or
damages in excess of $5.0 million;

                  (f)      any Event of Default or Default;

                  (g)      the occurrence of any "Event of Default" or "Default"
(as each such term is defined in the applicable credit agreement) under the
First Lien Credit Facility or the Second Lien Credit Facility; and

                  (h)      any other event which would reasonably be expected to
have a Material Adverse Effect.

         7.14     INTELLECTUAL PROPERTY. Each Borrower shall, and shall cause
each of its Subsidiaries to, do and cause to be done all things necessary to
preserve and keep in full force and effect all of such Person's Intellectual
Property except for such Intellectual Property that is obsolete, unnecessary to
any Credit Party's business or having no or negligible value.

         7.15     MAINTENANCE OF PROPERTY. Each Borrower agrees to keep, and to
cause each of its Subsidiaries to keep, all tangible property useful and
necessary to its respective businesses in good working order and condition
(ordinary wear and tear and damage by casualty excepted) in accordance with
their past operating practices and not to commit or suffer any waste with
respect to any of its properties.

         7.16     FURTHER ASSURANCES. Each Credit Party shall take all such
further actions and execute all such further documents and instruments as the
Agent may at any time reasonably determine in its sole discretion to be
necessary or desirable to further carry out and consummate the transactions
contemplated by the Credit Documents, to cause the execution, delivery and
performance of the Credit Documents to be duly authorized and to perfect or
protect the Liens (and the priority status thereof) of the Agent on the
Collateral.

         7.17     ANNUAL MEETINGS WITH LENDERS. Within 90 days after the close
of each fiscal year of Wellman, and at any time upon the reasonable request of
the Agent, Wellman shall hold a meeting (at a mutually agreeable location and
time or at the option of the Agent, by conference

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call) with all of the Lenders at which meeting shall be reviewed the financial
results of the previous fiscal year and the financial condition of Wellman and
its Subsidiaries and the budgets presented for the current fiscal year of
Wellman and its Subsidiaries.

         7.18     INTEREST RATE PROTECTION. To the extent that at least
$150,000,000 of Indebtedness incurred by Borrower on the Closing Date is not
fixed rate Indebtedness (the excess of $150,000,000 over the amount of such
Indebtedness that is fixed rate Indebtedness, the "FIXED RATE DIFFERENCE"), then
within six months after the Closing Date, the Borrower shall have entered into
or shall have in effect Interest Rate Agreements on terms reasonably
satisfactory to the Agent on a notional amount of not less than such Fixed Rate
Difference with an initial average life of approximately 3 years.

         7.19     ADDITIONAL SECURITY.

                  (a)      Wellman agrees to cause each Domestic Subsidiary
(other than Guardwell) to become a party to the Domestic Subsidiary Guaranty and
the Domestic Security Agreement in accordance with the terms thereof;

                  (b)      Wellman agrees to pledge (or to cause its Domestic
Subsidiaries to pledge) all of the Capital Securities of each new Domestic
Subsidiary that is not an Immaterial Subsidiary and 65% (or such other
percentage so that there could be no adverse tax consequence) of the Capital
Securities of each first tier Foreign Subsidiary that is not an Immaterial
Subsidiary established, acquired, created or otherwise in existence after the
Closing Date to Collateral Agent for the benefit of the Secured Parties pursuant
to the terms of the Pledge Agreement promptly, and in any event, within ten (10)
days of the creation of such new Subsidiary;

                  (c)      Wellman will, and will cause each of its Domestic
Subsidiaries to, take all necessary action, including (i) the filing of
appropriate financing statements under the provisions of the UCC, applicable
foreign, domestic or local laws, rules or regulations in each of the offices
where such filing is necessary or appropriate to grant the Collateral Agent for
the benefit of the Secured Parties pursuant to the Security Agreement a
perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to
and to the full extent required by the Security Documents and this Credit
Agreement;

                  (d)      The security interests required to be granted
pursuant to this SECTION 7.19 shall be granted pursuant to such security
documentation (which shall be substantially similar to the Security Documents
already executed and delivered by Wellman) (the "Additional Security Documents")
reasonably satisfactory in form and substance to Agent and the Majority Lenders
and shall constitute valid and enforceable first priority perfected security
interests subject to no other Liens except Permitted Liens. The Additional
Security Documents and other instruments related thereto shall be duly recorded
or filed in such manner and in such places and at such times as are required by
law to establish, perfect, preserve and protect the Liens, in favor of
Collateral Agent for the benefit of the Lenders, required to be granted pursuant
to the Additional Security Document and, all taxes, duties, levies, imposes,
deductions, assessments, charges, withholdings, fees and other charges payable
in connection therewith shall be paid in full by Wellman. At the time of the
execution and delivery of the Additional Security Documents, Wellman shall cause
to be delivered to Agent such agreements, opinions of counsel and other

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<PAGE>

related documents as may be reasonably requested by Agent or the Majority
Lenders to assure themselves that this SECTION 7.19 has been complied with.

                                    ARTICLE 8

                               NEGATIVE COVENANTS

         Until the Expiration Date and payment and satisfaction of all
Obligations (other than contingent indemnification obligations not due and
payable), each Borrower agrees that:

         8.1      MINIMUM CONSOLIDATED FIXED CHARGE COVERAGE RATIO. If
Availability is at any time less than $55.0 million for any period of eight (8)
consecutive days, the Borrowers shall have had at the end of the most recently
completed one, two, three or four Fiscal Quarter period, as applicable, set
forth below, for which a compliance certificate has been delivered pursuant to
SECTION 7.1(a) or 7.1(b), as applicable, a Consolidated Fixed Charge Coverage
Ratio of not less than the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                                       MINIMUM FIXED
                                         CHARGE
             PERIOD                   COVERAGE RATIO
             ------                   --------------
<S>                                   <C>
Fiscal Quarter ending on June 30,       1.00: 1.00
2004

Two Fiscal Quarters ending on           1.00: 1.00
September 30, 2004

Three Fiscal Quarters ending on         1.00: 1.00
December 31, 2004

Each four Fiscal Quarter period         1.00: 1.00
ending after December 31, 2004 and
on or prior to September 30, 2006

Each four Fiscal Quarter period         1.05: 1.00
ending after September 30, 2006
and on or prior to December 31,
2007

Each four Fiscal Quarter period         1.10: 1.00
ending after December 31, 2007
</TABLE>

8.2      CAPITAL EXPENDITURES.

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<PAGE>

                  (a)      No Borrower shall, or shall permit any of its
Subsidiaries to, directly ora indirectly, make or incur Capital Expenditures in
any Fiscal Year, in the aggregate for all Borrowers and their respective
Subsidiaries combined, in excess of $25,000,000.

                  (b)      Notwithstanding the foregoing, in the event that the
amount of Capital Expenditures permitted to be made by Wellman and its
Subsidiaries pursuant to CLAUSE (a) above and, with respect to any year after
the Fiscal Year ended December 31, 2004, this CLAUSE (b) in any period is
greater than the amount of such Capital Expenditures made by Wellman and its
Subsidiaries during such period, 50% of such excess (the "ROLLOVER AMOUNT") may
be carried forward and utilized to make Capital Expenditures in the next
succeeding Fiscal Year, PROVIDED that in no event shall the Rollover Amount in
any Fiscal Year exceed 50% of the amount set forth in SECTION 8.2(a).

                  (c)      No Borrower shall, or shall permit any of its
Subsidiaries to, directly or indirectly, make any Capital Expenditures under
SECTION 8.2(a) or 8.2(b) that (x) are not directly related to the businesses
conducted on the Closing Date by Wellman and its Subsidiaries or (y) that are
made in connection with the Pearl River Project except to the extent permitted
by CLAUSE (d) below (such Capital Expenditure to be included under SECTION
8.2(d), but excluded under SECTION 8.2(a) AND (b) after the requirements in
SECTION 8.2(d) are met) and except for preliminary Capital Expenditures made
prior to Wellman's commitment (pursuant to SECTION 8.2(d)) to the Pearl River
Project in amounts consistent with past practices.

                  (d)      In addition to the foregoing, from and after the date
of the delivery of the Financial Statements for the Fiscal Quarter ending June
30, 2004, the Borrowers and their Subsidiaries may make or incur Capital
Expenditures in connection with the Pearl River Project not to exceed $50.0
million in the aggregate (less any amounts expended pursuant to SECTION 8.2(c)
in connection with preliminary Capital Expenditures for the Pearl River Project)
so long as Average Normalized Availability exceeds $65.0 million as of the date
when Wellman first signs a contract for the purchase of a single piece of
capital equipment with a purchase price exceeding $5.0 million required in
connection with the Pearl River Project.

                  (e)      In addition to the foregoing, to the extent that
Wellman or any Subsidiary suffers a Casualty Loss (without regard to the minimum
threshold requirement in SECTION 7.8) which is not covered by insurance (whether
due to application of a deductible or otherwise), Wellman or such Subsidiaries
may incur Capital Expenditures to repair or replace such assets within 270 days
of such Casualty Loss in an aggregate amount, together with all previous
expenditures made in reliance on this CLAUSE (e), not to exceed $10.0 million.

         8.3      NO ADDITIONAL INDEBTEDNESS. No Borrower shall, or shall permit
any of its Subsidiaries to, directly or indirectly, incur, create, assume or
suffer to exist any Indebtedness other than:

                  (a)      Indebtedness arising under this Credit Agreement and
the other Credit Documents; and

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<PAGE>

                  (b)      a Borrower and its Subsidiaries may incur and remain
liable with respect to obligations incurred under Derivative Transactions,
entered into in the ordinary course of business and not for speculative
purposes;

                  (c)      a Borrower and its Subsidiaries may incur and remain
liable with respect to Intercompany Indebtedness, subject to no Lien held by any
Person other than a Borrower or a Subsidiary Guarantor or a Lien permitted by
this Credit Agreement, PROVIDED, however, that (i) the aggregate amount of
Intercompany Indebtedness owed by the Subsidiaries which are not Credit Parties,
on the one hand, to the Borrowers and/or any of the Subsidiary Guarantors, on
the other, incurred under this CLAUSE (c), shall not exceed $15.0 million at any
time outstanding, and (ii) all Intercompany Indebtedness owed by the Borrowers
and/or any of the Subsidiary Guarantors, on the one hand, to the Subsidiaries
which are not Credit Parties, on the other, incurred under this CLAUSE (c) shall
be Subordinated Indebtedness;

                  (d)      a Borrower and its Subsidiaries may incur and remain
liable with respect to Indebtedness incurred (i) in respect of Capitalized Lease
Obligations, (ii) to finance the purchase price of equipment, fixtures and any
other similar property or the remodeling or other improvement costs of any
facility of such Borrower or any of its Subsidiaries or (iii) to finance the
purchase price of any Real Property; PROVIDED that the aggregate amount of
Indebtedness incurred under this CLAUSE (d) shall not exceed $15.0 million at
any time outstanding;

                  (e)      the Borrowers and the Subsidiary Guarantors may
guarantee Indebtedness of the Borrowers or any Subsidiary if the Indebtedness so
guaranteed is permitted under this Credit Agreement;

                  (f)      the Credit Parties may incur and remain liable with
respect to other Indebtedness in an aggregate amount not to exceed at any time
outstanding $15.0 million (and Subsidiaries that are not Credit Parties may
become and remain liable with respect to Indebtedness in an aggregate amount not
to exceed at any time outstanding $5.0 million, which outstanding Indebtedness
shall reduce in a corresponding amount the $15.0 million of Indebtedness which
may be incurred under this CLAUSE (f));

                  (g)      the Borrowers and their Subsidiaries may incur and
remain liable with respect to Indebtedness arising from the honoring by a bank
or other financial institution of a check, draft or other similar instrument
inadvertently drawn against insufficient funds in the ordinary course of
business;

                  (h)      the Borrowers and their Subsidiaries may incur and
remain liable with respect to Indebtedness constituting letters of credit and
reimbursement obligations with respect to letters of credit issued in the
ordinary course of business, including, without limitation, letters of credit in
respect of workers' compensation claims or self-insurance, or other Indebtedness
with respect to reimbursement-type obligations regarding workers' compensation
claims and with respect to Indebtedness arising from agreements providing for
indemnification, adjustment of purchase price incurred or assumed with the
disposition or acquisition of any business;

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<PAGE>

                  (i)      the Borrowers and their Subsidiaries may incur and
remain liable with respect to obligations in respect of performance and surety
bonds and completion guarantees provided by a Borrower or any of their
Subsidiaries in the ordinary course of business;

                  (j)      the Borrowers and their Subsidiaries may guarantee
obligations of the lessee under any lease pursuant to which any Borrowers or any
their Subsidiaries is the lessee so long as such lease is otherwise permitted
hereunder;

                  (k)      Wellman and its Subsidiaries may incur and remain
liable with respect to up to an aggregate principal amount of $265 million under
the Second Lien Credit Facility less the amount of all repayments required to be
made thereunder;

                  (l)      Wellman and its Subsidiaries may incur and remain
liable with respect to up to an aggregate principal amount of $185 million under
the First Lien Credit Facility less the amount of all repayments required to be
made thereunder;

                  (m)      Indebtedness of Foreign Subsidiaries in an aggregate
amount outstanding at the time of incurrence not to exceed the sum of (a) 80% of
the accounts receivable of the Foreign Subsidiaries and (b) 50% of the inventory
of the Foreign Subsidiaries, in each case as shown on the most recent balance
sheets of such Foreign Subsidiaries;

                  (n)      unsecured indebtedness of any Borrower and/or such
Borrower's Subsidiaries incurred to finance insurance premiums in a principal
amount not in excess of the casualty and other insurance premiums to be paid by
any Borrower and/or such Borrower's Subsidiaries for a one year period beginning
on the date of any incurrence of such Indebtedness; and

                  (o)      Indebtedness described on SCHEDULE B, PART 6.29 and
any refinancing of such Indebtedness; PROVIDED that (i) the aggregate principal
amount of such Indebtedness is not increased and such refinancing is on terms
and conditions that are (A) no more restrictive than the terms and conditions of
the Indebtedness being refinanced and (B) reasonably acceptable to the Agent and
(ii) the terms of such Indebtedness and refinancings thereof are not otherwise
amended or modified in a manner adverse to the interests of any Borrower, any
Subsidiary of any Borrower or the Lenders.

         8.4      NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of
its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer,
create, incur, assume, suffer to exist or otherwise permit any Lien (whether as
a result of a purchase money or title retention transaction, or other security
interest, judgment or otherwise) to exist on any of its property, assets,
revenues or goods, whether real, personal or mixed, whether now owned or
hereafter acquired, except for the following (the "PERMITTED LIENS"):

                  (a)      Liens granted by such Borrower or Subsidiary pursuant
to any Credit Document;

                  (b)      Liens listed on SCHEDULE B, PART 8.4 encumbering only
the assets described therein and the proceeds thereof;

                                       85
<PAGE>

                  (c)      Purchase Money Liens and Liens securing Capitalized
Lease Obligations to the extent permitted under SECTION 8.3(d);

                  (d)      Liens of warehousemen, mechanics, material men,
workers, repairmen, common carriers, landlords and other similar Liens arising
by operation of law or otherwise, not waived in connection herewith, for amounts
that are not yet due and payable or which are being diligently contested in good
faith by such Borrower or Subsidiary by appropriate proceedings;

                  (e)      Attachment and judgment Liens securing outstanding
liabilities of any Borrower or any Subsidiary of any Borrower which individually
or in the aggregate for all such Liens are not in excess of $5.0 million for all
Borrowers and their respective Subsidiaries combined (exclusive of (i) any
amounts that are duly bonded to the reasonable satisfaction of the Agent or (ii)
any amount adequately covered by insurance as to which the insurance company has
not disclaimed or disputed in writing its obligations for coverage);

                  (f)      Liens for Borrower's Taxes not yet due and payable or
which are being diligently contested in good faith by such Borrower by
appropriate proceedings, provided that in any such case an adequate reserve is
being maintained by such Borrower for the payment of same;

                  (g)      Deposits or pledges made by the Borrowers and their
Subsidiaries in the ordinary course of business consistent with past practices
to secure obligations under workmen's compensation, social security or similar
laws, or under unemployment insurance;

                  (h)      Deposits or pledges made by the Borrowers and their
Subsidiaries to secure bids, tenders, contracts (other than contracts for the
payment of money), leases, statutory obligations, surety and appeal bonds and
other obligations of like nature arising in the ordinary course of business;

                  (i)      Easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of any Borrower or any Subsidiary of any
Borrower;

                  (j)      Liens on the First Lien Credit Facility Collateral
which secure the obligations under the First Lien Credit Facility;

                  (k)      Liens on the Second Lien Facility Collateral;
provided that any such Liens on Second Lien Credit Facility Collateral which is
Collateral securing the obligations under this Credit Agreement and the Credit
Documents shall in all respect be subject and subordinate in priority to any
Liens on such Collateral created or granted under any Security Agreement;

                  (l)      Liens on the assets of Foreign Subsidiaries to secure
Indebtedness of Foreign Subsidiaries which is permitted by SECTION 8.3;

                  (m)      Liens arising due to the arrangements set forth in
Tax Reduction Agreements on property subject to such agreements which does not
constitute Collateral; and

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<PAGE>

                  (n)      Extensions and renewals of the foregoing permitted
Liens subject to the limitations set forth above; PROVIDED that the aggregate
amount of such extended or renewed Liens is not increased and such extended or
renewed Liens are on terms and conditions no more restrictive than the terms and
conditions of the Liens being extended or renewed.

         8.5      NO SALE OF ASSETS. No Borrower shall, or shall permit any of
its Subsidiaries to, directly or indirectly, enter into any Asset Sale other
than (a) any disposition of Cash Equivalents or inventory in the ordinary course
of business or the lease or sublease of any real or personal property in the
ordinary course of business, (b) dispositions of non-core businesses or assets
of non-core businesses, PROVIDED that (i) such dispositions are for fair value;
(ii) seventy-five percent (75%) of the consideration (net of disposal costs) for
each of such dispositions is received by the applicable Borrower or Subsidiary
in the form of cash; (iii) the cash consideration for such dispositions to the
extent required to prepay Loans pursuant to SECTION 2.4(e) is immediately paid
to the Agent for application in accordance with SECTION 2.5(d); and (iv) a Pro
Forma Borrowing Base Certificate is delivered in accordance with SECTION 2.4(e);
(c) any disposition of assets or property in the ordinary course of business to
the extent such property or assets are obsolete, worn out or no longer useful in
such Borrower's or such Subsidiary's business and (d) other dispositions of
assets, provided that (i) such other dispositions are for fair value; (ii) one
hundred percent (100%) of the consideration (net of disposal costs) for each of
such other dispositions is received by the applicable Borrower or Subsidiary in
the form of cash; and (iii) the aggregate consideration from and after the
Closing Date for such other dispositions does not exceed, in the aggregate for
all Borrowers and their respective Subsidiaries combined, $5,000,000.

         8.6      NO CORPORATE CHANGES. No Credit Party shall, or shall permit
any of its Subsidiaries to, directly or indirectly, merge, consolidate,
liquidate, wind up, dissolve or alter or modify any Credit Party's Governing
Documents, or enter into or engage in any operation or activity materially
different from that currently being conducted by Wellman and its Subsidiaries,
except that subject to the requirements of SECTION 7. 19 or any of the Security
Documents (a) any Credit Party or any Subsidiary of a Credit Party may be
merged, consolidated or liquidated with or into, as the case may be, such or any
other Credit Party so long as (i) a Credit Party shall be the continuing or
surviving entity and (ii) no Default or Event of Default shall exist or result
therefrom; (b) any Credit Party may alter or modify such Person's Governing
Documents if such alteration or modification would not have an adverse impact on
the rights, remedies or other interests of the Agent or the Lenders under the
Credit Documents as reasonably determined by the Agent, and (c) any Foreign
Subsidiary may merge, consolidate, liquidate, wind up or dissolve into any
Credit Party or any other Foreign Subsidiary.

         8.7      NO GUARANTIES. No Borrower shall, or shall permit any of its
Subsidiaries to, directly or indirectly, issue or assume any Guaranty with
respect to the liabilities of any other Person, including any Subsidiary or
Affiliate of such or any other Borrower, except (a) by the endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, (b) by the giving of indemnities in connection with
the sale of Inventory or other asset dispositions permitted hereunder and (c)
Indebtedness permitted to be incurred pursuant to SECTION 8.3.

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<PAGE>

         8.8      NO RESTRICTED PAYMENTS. No Borrower shall, or shall permit
any of its Subsidiaries to, directly or indirectly make any Restricted Payment
except (a) dividends and distributions by Subsidiaries of Wellman paid to
Wellman or any other Wholly-Owned Subsidiary of Wellman, (b) in any Fiscal year
of the Borrowers, up to $.09 per share per quarter as adjusted for stock splits
in dividends or distributions by Wellman to holders of its Common Stock so long
as no Default or Event of Default has occurred and is continuing or would occur
as a result of such dividend or distribution, and (c) redemptions or repurchases
of Capital Securities held by former officers, directors or employees following
the death, retirement, disability, or termination of employment or service so
long as such redemptions and repurchases from and after the Closing Date do not
exceed $4.0 million in the aggregate.

         8.9      NO INVESTMENTS. No Borrower shall, or shall permit any of its
Subsidiaries to, directly or indirectly, make any Investment in any Person or
consummate or agree to make an Acquisition other than:

                  (a)      Advances or loans made in the ordinary course of
business to employees;

                  (b)      Cash Equivalents, subject to the requirement of
SECTION 8.16;

                  (c)      Interest-bearing demand or time deposits (including
certificates of deposit) which are insured by the Federal Deposit Insurance
Corporation ("FDIC") or a similar federal insurance program, subject to the
requirement of SECTION 8.16, however, provided that such Borrower may, in the
ordinary course of its business, maintain in its disbursement accounts from time
to time accounts in excess of then applicable FDIC or other program insurance
limits;

                  (d)      Guaranties permitted under SECTION 8.7;

                  (e)      Investments by Borrowers in any Borrower or
Subsidiary Guarantor; PROVIDED that (i) each such Borrower shall record all
intercompany transactions on its books and records in a manner reasonably
satisfactory to Agent, (ii) at the time any such intercompany transaction is
made, and after giving effect thereto, each such Borrower is solvent as
described in SECTION 6.2 hereto, (iii) no Default or Event of Default exists or
would occur after giving effect to such intercompany transaction; and (iv) if in
the form of an intercompany loan, the obligations of each Borrower or Domestic
Subsidiary under any such intercompany loan shall be subordinated to the
Obligations of such Borrower or Domestic Subsidiary hereunder in a manner
satisfactory to the Agent;

                  (f)      So long as no Default or Event of Default has
occurred and is continuing, Investments consisting of intercompany loans by any
Borrower or any Domestic Subsidiary to any Foreign Subsidiary made after the
Closing Date in an amount not in excess of $15.0 million in the aggregate at any
time outstanding and Investments other than intercompany loans made by any
Borrower or any Domestic Subsidiary in any Foreign Subsidiary after the Closing
Date in an amount not in excess of $5.0 million in the aggregate at any time
outstanding;

                  (g)      Investments made in connection with Acquisitions,
                  PROVIDED that;

                  (i)      on the date of consummation of each such Acquisition,
                  the Agent shall have received a certificate duly executed by a
                  Responsible Officer of Wellman

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<PAGE>

                  certifying that the financial condition referred to in clause
                  (ii) below with respect thereto is satisfied, together with
                  evidence thereof reasonably satisfactory to the Agent,

                  (ii)     the Consolidated Fixed Charge Coverage Ratio,
                  determined on a pro forma basis for the period of four (4)
                  consecutive Fiscal Quarters ending on the last day of the last
                  completed Fiscal Quarter immediately preceding the proposed
                  date of consummation of such Acquisition (on the assumption
                  such Acquisition occurred on the first day of such four Fiscal
                  Quarter period and using historical results of the
                  Consolidated Entity and the related Acquisition Target for
                  such period), shall be at least equal to the minimum ratio
                  with respect to such period required pursuant to SECTION 8.1
                  (calculated without regard to the Availability requirement in
                  SECTION 8.1),

                  (iii)    each such Acquisition shall be consummated (x) in
                  accordance with all material applicable Requirements of Law
                  and the applicable Borrower and Acquisition Target shall have
                  obtained all material consents and approvals of Governmental
                  Authorities necessary in connection therewith and with the
                  business operations of the related Acquisition Target after
                  such Acquisition and (Y) pursuant to such agreements,
                  documents and instruments as shall be in each case in form and
                  substance reasonably satisfactory to the Agent,

                  (iv)     the related Acquisition Target shall be engaged in
                  the same or substantially similar lines of business being
                  conducted by the Borrowers on the Closing Date (or reasonable
                  extensions thereof) and shall become or be merged into or be
                  acquired by a Domestic Subsidiary contemporaneously with the
                  consummation of such Acquisition,

                  (v)      no Default or Event of Default shall exist at the
                  time of consummation thereof or would result therefrom,

                  (vi)     after giving effect to each such Acquisition, the
                  Leverage Ratio for the twelve month period ending as of such
                  day, is less than 3.0 to 1.00, and

                  (vii)    proceeds of Loans may be used to consummate (or make
                  cash earnout payments in respect of) an Acquisition after the
                  Closing Date only to the extent that (A) after giving effect
                  to such Acquisition (or cash earnout payment, as the case may
                  be), Average Normalized Availability is at least equal to the
                  greater of (x) $75,000,000 and (y) the aggregate proceeds of
                  Loans used to consummate such Acquisition (or make such cash
                  earnout payment, as the case may be), and (B) the aggregate
                  purchase price (including all Indebtedness assumed in
                  connection therewith) after the Closing Date does not exceed
                  $35,000,000 less the aggregate purchase price of all
                  Acquisitions consummated pursuant to the following paragraph;

         Notwithstanding the limitations above, a Credit Party may make one or
more Acquisitions from and after the Closing Date to the extent that the
aggregate purchase price

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<PAGE>

(including all Indebtedness assumed in connection with such Acquisition) of all
such Acquisitions made from and after the Closing Date does not exceed $5.0
million, PROVIDED further that any such Acquisition shall only be subject to
compliance with CLAUSES (i), (iii), (iv) and (v) above.

                  (h)      Investments existing on the Closing Date and set
forth on SCHEDULE B, PART 8.9.

                  (i)      So long as no Default or Event of Default has
occurred and is continuing or would occur as the result thereof, any other
Investment after the Closing Date in any other Person, the amount of all such
Investments shall not exceed $5.0 million in the aggregate;

                  (j)      Cash and Cash Equivalents in a depository account in
the name of the Agent and within the Agent's sole dominion and control (the
"INVESTMENT ACCOUNT"), in which the Agent shall have at all times a perfected
security interest for the benefit of the Secured Parties (as defined in the
Security Agreement); and

                  (k)      Such other Investments as the Agent may approve in
writing in its sole discretion.

         8.10     NO AFFILIATE TRANSACTIONS. No Borrower shall, or shall permit
any of its Subsidiaries to, directly or indirectly, enter into any transaction
with, including the purchase, sale or exchange of property or the rendering of
any service to any other Borrower or Subsidiary of a Borrower or other Affiliate
of a Borrower and whether or not such transaction would otherwise be permitted
under any of the other provisions of the Credit Documents, except in the
ordinary course of and pursuant to the reasonable requirements of such
Borrower's or such Subsidiary's business, as the case may be, and upon fair and
reasonable terms no less favorable to such Borrower or such Subsidiary than
could be obtained in a comparable arms-length transaction with an unaffiliated
Person.

         8.11     LIMITATION ON TRANSACTIONS UNDER ERISA. No Borrower shall, or
shall permit any of its Subsidiaries to, directly or indirectly:

                  (a)      amend, or permit any ERISA Affiliate to amend, a
Title IV Plan resulting in an increase in current liability for the plan year
such that any of such Borrower, any Subsidiary of such Borrower or any ERISA
Affiliate is required to provide security to such a Title IV Plan under Section
40l(a)(29) of the Code;

                  (b)      allow the representation made in SECTION 6.15 to be
untrue at any time;

                  (c)      cause or permit to occur an event that could result
in the imposition of a Lien under Section 412 of the Code or Section 302 or 4068
of ERISA or cause or permit to occur a Termination Event the extent such
Termination Event would reasonably be expected to have a Material Adverse
Effect;

                  (d)      allow the Unfunded Pension Liabilities of a Title IV
Plan or all Title IV Plans to increase to a level which would reasonably be
expected to require contributions to such Title IV Plans to have a Material
Adverse Effect; or

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<PAGE>

                  (e)      adopt or terminate any Retiree Welfare Plan if either
such adoption or termination would reasonably be expected to result in a
Material Adverse Effect.

         8.12     MATERIAL AMENDMENTS OF TERM LOAN FACILITIES. No Borrower
shall, or shall permit any of its Subsidiaries, to enter into any amendment,
restatement or other modification of any document relating to the First Lien
Credit Facility or the Second Lien Credit Facility if in the sole discretion of
the Agent, such amendment, restatement or other modification would be adverse to
the interests of the Agent and the Lenders.

         8.13     ADDITIONAL RESTRICTIVE COVENANTS. No Borrower shall, or shall
permit any of its Subsidiaries to, directly of indirectly, create or otherwise
cause or suffer to exist or become effective (a) any consensual restriction
limiting the ability (whether by covenant, event of default, subordination or
otherwise and including any such the effect of which is to require the providing
of equal and ratable security to any other Person in the event a Lien is granted
to or for the benefit of the Agent and the Lenders) to (i) pay dividends or make
any other distributions on shares of its Capital Securities held by any Borrower
or any other Subsidiary of any Borrower; (ii) pay any Liability owed to any
Borrower or any other Subsidiary or any Borrower; (iii) make any loans or
advances to other Investments in any Borrower or in any other Subsidiary of any
other Borrower; or (iv) create or permit to exist any Lien upon the assets of
any Borrower or any Subsidiary of any Borrower, other than Liens permitted under
SECTION 8.4; or (b) any contractual obligation which may restrict or inhibit the
Agent's rights or ability to sell or otherwise dispose of the Collateral or any
part thereof after the occurrence of an Event of Default; other than Permitted
Restrictive Covenants.

         8.14     NEW COLLATERAL LOCATIONS. No Borrower shall, or shall permit
any of its Subsidiaries to, open or establish any new location within the United
States or Canada unless such Person (a) provides Agent with ten (10) days prior
written notice of any such new location, (b) delivers to Agent, duly executed by
the appropriate Person(s) where applicable, such Collateral Access Agreements
and other agreements, documents and instruments as Agent shall require to
protect Agent's interests in the Collateral at such location and (c) delivers to
Agent such amendments to SCHEDULE B, PARTS 6.1 AND 6.8 as are required to make
such disclosures complete and accurate.

         8.15     NEW ACCOUNTS. Except with the prior written notice to the
Agent, no Borrower shall, or shall permit any of its Domestic Subsidiaries to,
directly or indirectly, open, maintain or otherwise have any checking, savings
or other accounts at any bank or other financial institution, or any other
account where money is or may be deposited or maintained with any Person, other
than the Depositary Accounts, the Concentration Account, the Investment Account
and the other accounts set forth on SCHEDULE B, PART 6.34.

         8.16     NO EXCESS CASH. Other than amounts on deposit in the Lockbox,
the Depository Accounts, the Investment Account, the Concentration Accounts, and
other accounts maintained at DBTCo and subject to a Control Agreement, no
Borrower shall, or shall permit any of its Domestic Subsidiaries to, directly or
indirectly, maintain in the aggregate in all of the accounts described in
SCHEDULE B, PART 6.34, or otherwise, total cash balances and Cash Equivalents in
excess of $5.0 million for more than two (2) consecutive Business Days during
which any Loans are outstanding, it being understood that Cash and Cash
Equivalents held in a Rabbi or

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irrevocable trust account for the benefit of employees or former employees shall
not be deemed to be Cash or Cash Equivalents of any Credit Party.

         8.17     VOLUNTARY PREPAYMENT OF DEBT. No Credit Party shall
voluntarily, directly or indirectly, pay, prepay, redeem, or purchase, or
deposit funds or property for the payment (including, without limitation, a
payment in respect of any sinking fund or defeasance), of any Indebtedness
outstanding under the First Lien Credit Agreement or the Second Lien Credit
Agreement, PROVIDED that so long as no Default or Event of Default has occurred
and is continuing, voluntary redemptions or prepayments of the Indebtedness
outstanding under the First Lien Credit Agreement shall be permitted, if, after
giving effect to such redemption or prepayment, (x) no Loans are outstanding
immediately before or after giving effect to such prepayment, (y) Average
Normalized Availability is at least $75.0 million after giving effect to such
prepayment and (z) the Pearl River Project is complete and substantially all
Capital Expenditures required to be made in connection therewith have been paid,
PROVIDED further that the foregoing shall not be construed to prohibit the
Excess Cash Flow Prepayment (as defined in the First Lien Credit Agreement), to
the extent such payment is required to be made pursuant to the terms of the
First Lien Credit Agreement.

         8.18     LIMITATION ON PREFERRED STOCK OF SUBSIDIARIES. No Borrower
will permit any of its Subsidiaries to issue any Preferred Stock (other than to
a Borrower or to a Wholly-Owned Subsidiary of a Borrower) or permit any Person
(other than a Borrower or a Wholly-Owned Subsidiary of a Borrower) to own any
Preferred Stock of any Subsidiary of a Borrower.

         8.19     EMBARGOED PERSON. No Borrower shall cause or permit (a) any of
the funds or properties of the Credit Parties that are used to repay the Loans
to constitute property of, or be beneficially owned directly or indirectly by,
any person subject to sanctions or trade restrictions under United States law
("EMBARGOED PERSON" or "EMBARGOED PERSONS") that is identified on (1) the "List
of Specially Designated Nationals and Blocked Persons" (the "SDN LIST")
maintained by OFAC and/or on any other similar list ("OTHER LIST") maintained by
OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. Sections 1701 et seq.,
The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive
Order or regulation promulgated thereunder, with the result that the investment
in the Credit Parties (whether directly or indirectly) is prohibited by law, or
the Loans made by the Lenders would be in violation of law, or (2) the Executive
Order, any related enabling legislation or any other similar Executive Orders
(collectively, "EXECUTIVE ORDERS"), or (b) any Embargoed Person to have any
direct or indirect interest, of any nature whatsoever in the Credit Parties,
with the result that the investment in the Credit Parties (whether directly or
indirectly) is prohibited by law or the Loans are in violation of law.

         8.20     NO ACCOUNTING CHANGES. Wellman shall not make or permit to be
made any change in accounting policies affecting the presentation of financial
statements or reporting practices from those employed by it on the Closing Date
(an "ACCOUNTING CHANGE"), unless (i) such change is in accordance with GAAP,
(ii) such change is disclosed to the Lenders through the Agent or otherwise and
(iii) Wellman provides to the Agent such information as the Agent may reasonably
request so that it may assess the impact of such Accounting Change. If any
Accounting Change occurs after the Closing Date and such change results in, in
the sole judgment of the Agent, a meaningful change in the calculation of any
financial covenants or

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restrictions set forth in this Credit Agreement, then the parties hereto agree
to enter into and diligently pursue negotiations to amend the covenants
employing financial calculations herein so as to equitably reflect such changes,
with the desired result that the criteria for evaluating the financial condition
and results of operations of the Borrowers and their Subsidiaries shall be the
same after such changes as if such changes had not been made. Until such
amendment is made, Wellman shall continue to deliver the financial statements
required by SECTION 7.1 to the Agent without giving effect to such Accounting
Change.

         8.21     INSURANCE SUBSIDIARY. Notwithstanding anything to the contrary
in this Credit Agreement, Guardwell shall not engage in any business other than
the business of serving as a captive insurance company for Wellman and its
Subsidiaries and engaging in such necessary activities related thereto as may be
permitted to be engaged in by a Vermont captive insurance company pursuant to
applicable Vermont captive insurance company rules and regulations and no Credit
Party shall make any Investment in Guardwell except to the extent required by
law or as reasonably permitted by the Agent.

         8.22     ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING. No Borrower shall
directly or indirectly (a) (i) knowingly conduct any business or engage in
making or receiving any contribution of funds, goods or services to or for the
benefit of any person described in SECTION 6.35(B), (ii) knowingly deal in, or
otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law (and each
Borrower shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming such Borrower's compliance with this SECTION 8.22) or (b) cause or
permit any of the funds of any Borrower or any Credit Party that are used to
repay the Loan to be derived from any unlawful activity with the result that the
making of the Loans would be in violation of law.

                                    ARTICLE 9

                         EVENTS OF DEFAULT AND REMEDIES

         9.1      EVENTS OF DEFAULT. The occurrence of any of the following
events shall constitute an Event of Default hereunder:

                  (a)      failure of the Borrowers to pay when due, whether at
stated maturity, by acceleration or otherwise, principal of any Loan or
reimbursement obligation with respect to any Letter of Credit or within three
(3) Business Days of the date when due, any Interest, Fees or other Obligations.

                  (b)      failure of any Borrower or any Subsidiary of any
Borrower to perform, comply with or observe any term, covenant or agreement
applicable to it contained in SECTION 2.4(b)(iii) or in ARTICLE 7 (excluding
SECTIONS 7.3 (other than as to the existence of any Credit Party), 7.9, 7.10,
7.14 and 7.15) OR ARTICLE 8;

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                  (c)      (i)      any representation or warranty made by any
         Borrower, any Subsidiary of any Borrower or any other Credit Party
         under this Credit Agreement or under any other Credit Document shall
         prove to have been incorrect or misleading in any material respect when
         made or deemed made; or

                           (ii)     any Borrower or any Subsidiary of any
                  Borrower or any other Credit Party shall fail to comply with
                  any covenant contained in this Credit Agreement (other than
                  under a provision covered by SECTION 9.1(a) OR (b) above) or
                  the other Credit Documents, which failure to comply is not
                  cured within ten (10) Business Days of its occurrence;

                  (d)      dissolution, liquidation, winding up or cessation of
any Credit Party's businesses, or the failure of any Credit Party to meet its
debts as they mature;

                  (e)      (i)      any Credit Party (other than Immaterial
Subsidiaries) is not Solvent; or

                           (ii)     the commencement by or against any Credit
                  Party of any bankruptcy, insolvency, arrangement,
                  reorganization, receivership or similar proceedings under any
                  federal or state law and, in the event any such proceeding is
                  commenced against any Credit Party, such proceeding is not
                  dismissed within thirty (30) days;

                  (f)      the occurrence of a Change of Control or the direct
or indirect acquisition by a Person or group of Persons of any Credit Party;

                  (g)      the occurrence of a default or event of default (in
each case which shall continue beyond the expiration of any applicable grace
periods) which permits, or could permit, the acceleration of the maturity of,
any note, agreement or instrument evidencing any other Indebtedness of any
Borrower or any Subsidiary of any Borrower, or the nonpayment of such
Indebtedness when due, and the aggregate principal amount of all such
Indebtedness with respect to which a default or an event of default has
occurred, or the maturity of which is permitted to be accelerated, or which is
then due, exceeds $10.0 million (or in the case of such a default under any
Derivative Transaction, $5.0 million measured by reference to the mark to market
termination value of obligations under the respective agreement(s) at the time);

                  (h)      any covenant, agreement or obligation of any party
contained in or evidenced by any of the Credit Documents shall cease to be
enforceable in accordance with its terms, or any party (other than the Agent or
the Lenders, in its capacity as such, and not in its capacity as an Issuing
Bank) to any Credit Document shall deny or disaffirm its obligations under any
of the Credit Documents, or any Credit Document shall be cancelled, terminated,
revoked or rescinded without the express prior written consent of the Agent, or
any action or proceeding shall have been commenced by any Person (other than the
Agent or a Lender, in its capacity as such, and not in its capacity as an
Issuing Bank) seeking to cancel, revoke, rescind or disaffirm the obligations of
any party to any Credit Document, or any court or other Governmental Authority
shall issue a judgment, order, decree or ruling to the effect that any of the
obligations of any party to any Credit Document are illegal, invalid or
unenforceable;

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                  (i)      (i) any Termination Event shall occur with respect to
any Title IV Plan of any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate, (ii) any Accumulated Funding Deficiency, whether or not waived, shall
exist with respect to any Title IV Plan, (iii) any Borrower or any Subsidiary of
any Borrower shall engage in any Prohibited Transaction involving any such Title
IV Plan, (iv) any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate shall be in "default" (as defined in ERISA Section 4219(c)(5)) with
respect to payments owing to any Multiemployer Plan as a result of such Person's
complete or partial withdrawal (as described in ERISA Section 4203 or 4205)
therefrom, (v) any Borrower, any Subsidiary of any Borrower or any ERISA
Affiliate shall fail to pay when due an amount that is payable by it to the PBGC
or to any Title IV Plan under Title IV of ERISA, (vi) a proceeding shall be
instituted by a fiduciary of any such Title IV Plan against any Borrower, any
Subsidiary of any Borrower or any ERISA Affiliate to enforce ERISA Section 515
and such proceeding shall not have been dismissed within 30 days thereafter or
(vii) any other event or condition shall occur or exist with respect to any such
Title IV Plan, except that no event or condition referred to in CLAUSES (i)
THROUGH (vii) shall constitute an Event of Default if it, together with all
other such events or conditions at the time existing, has not subjected, and in
the reasonable determination of the Majority Lenders will not subject, any
Borrower or any Subsidiary of any Borrower to any liability that, alone or in
the aggregate with all such liabilities for all such Persons, exceeds $10.0
million; or

                  (j)      one or more judgments or decrees shall be entered
against any Borrower or any of its Subsidiaries involving, individually or in
the aggregate, a liability (to the extent not paid or covered by a reputable
insurance company which has accepted liability in writing) of $5.0 million or
more and all such judgments or decrees shall not have been vacated, discharged,
satisfied, stayed or bonded pending appeal within thirty (30) days from the
entry thereof.

         9.2      ACCELERATION AND CASH COLLATERALIZATION. Upon the occurrence
of an Event of Default and which is continuing, the Agent may, but shall upon
the request of the Majority Lenders, and by delivery of notice to the Funds
Administrator from the Agent, take any or all of the following actions: (a)
declare all Obligations to be immediately due and payable (except with respect
to any Event of Default set forth in SECTION 9.1(e), in which case all
Obligations shall automatically become immediately due and payable without the
necessity of any notice or other demand) without presentment, demand, protest or
any other action or obligation of the Agent or any Lender; and (b) immediately
terminate the Commitments hereunder.

         In addition, upon demand by the Agent or the Majority Lenders upon the
occurrence of any Event of Default and which is continuing, the Borrowers shall
deposit with the Agent with cash or Cash Equivalents in an amount equal to 110%
of the Letter of Credit Obligations. Such deposit shall be held by the Agent as
security for, and to provide for the payment of, Letter of Credit Obligations.

         If at any time after acceleration of the maturity of the Obligations,
the Borrowers shall pay all arrears of interest and all payments on account of
principal of the Loans which shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified in SECTION 4.4) and all Events of
Default and Defaults (other than nonpayment of principal of and accrued interest
on the Loans and other Obligations due and payable solely by virtue of
acceleration) shall be remedied or

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waived, then by written notice to the Funds Administrator, the Majority Lenders
may elect, in the sole discretion of such Majority Lenders, to rescind and annul
the acceleration and its consequences and return any cash collateral; but such
action shall not affect any subsequent Default or Event of Default or impair any
right or remedy consequent thereon. The provisions of the preceding sentence are
intended merely to bind the Lenders to a decision which may be made at the
election of the Majority Lenders; they are not intended to benefit the Borrowers
and do not give any Borrower the right to require the Lenders to rescind or
annul any acceleration hereunder or to return any cash collateral, even if the
conditions set forth herein are met.

         9.3      REMEDIES. From and after the occurrence of any Event of
Default which is continuing, the Agent may, in addition to exercising any other
rights and remedies now or hereafter existing under any Credit Document or
applicable law: (a) make copies of any and all documents, instruments, files and
records (including the copying of any computer records), and any receptacles or
cabinets containing same, relating to any or all of the Collateral, or the Agent
may use (at the expense of the Borrowers) such of the supplies or space of any
Borrower at any Borrower's place of business or otherwise, as may be necessary
to properly administer and control any or all of the Collateral or the handling
of collections and realizations thereon; (b) bring suit, in the name of a
Borrower or the Lenders and generally shall have all other rights respecting any
or all of the Collateral, including the right to: accelerate or extend the time
of payment, settle, compromise, release in whole or in part any amounts owing on
any or all of the Collateral and issue credits in the name of a Borrower or the
Lenders; and (c) foreclose the security interests created pursuant to the Credit
Documents by any available judicial procedure, or to take possession of any or
all of the Collateral without judicial process and enter any premises where any
Collateral may be located for the purpose of taking possession of or removing
same. To the extent not prohibited by applicable law, the Agent shall have the
right, without notice or advertisement, to sell, lease, or otherwise dispose of
all or any part of the Collateral, whether in its then condition or after
further preparation or processing, in the name of a Borrower or the Lenders, or
in the name of such other party as the Agent may designate, either at public or
private sale or at any broker's board, in lots or in bulk, for cash or for
credit, with or without warranties or representations, and upon such other terms
and conditions as the Agent in its sole discretion may deem advisable, and the
Agent or any other Lender shall have the right to purchase at any such sale. If
any Collateral shall require rebuilding, repairing, maintenance or preparation,
the Agent shall have the right, at its option, to do such of the aforesaid as is
necessary, for the purpose of putting such Collateral in such saleable form as
the Agent shall deem appropriate. Each Borrower agrees, at the request of the
Agent, to assemble the Collateral and to make it available to the Agent at the
premises of such Borrower, and to make available to the Agent the premises and
facilities of such Borrower for the purpose of the Agent's taking possession of,
removing or putting the Collateral in saleable form. However, if notice of
intended disposition of any Collateral is required by law, it is agreed that ten
(10) days notice shall constitute reasonable notification. Unless expressly
prohibited by the licensor thereof; if any, the Agent is hereby granted a
license to use all Intellectual Property, computer software programs, data
bases, processes and materials used by each Borrower in connection with its
businesses or in connection with the Collateral. The net cash proceeds resulting
from the Agent's exercise of any of the foregoing rights (after deducting all
charges, costs and expenses, including reasonable attorneys' fees) shall be
applied by the Agent to the payment of the Obligations, whether due or to become
due, in such order as the Agent may elect, and pending such payment shall be
held as security for such payment. Each Borrower shall remain liable to the
Agent and

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the Lenders for any deficiencies. The enumeration of the foregoing rights is not
intended to be exhaustive and the exercise of any right shall not preclude the
exercise of any other rights, all of which shall be cumulative.

         9.4      ACTIONS IN CONCERT. Anything in this Credit Agreement to the
contrary notwithstanding, each Lender hereby agrees with each other Lender that
no Lender shall take any action to protect or enforce its rights arising out of
this Credit Agreement or the other Credit Documents (including exercising any
rights of setoff) without first obtaining the prior written consent of Agent or
Majority Lenders, it being the intent of Lenders that any such action to protect
or enforce rights under this Credit Agreement and the other Credit Documents
shall be taken in concert and at the direction or with the consent of Agent or
Majority Lenders.

                                   ARTICLE 10

                                    THE AGENT

         10.1     APPOINTMENT OF AGENT.

                  (a)      Each Lender hereby designates DBTCo. as its
contractual representative to act as herein specified. Each Lender hereby
irrevocably authorizes, and each holder of a Note or an L/C Participation by the
acceptance of such Note or participation shall be deemed irrevocably to
authorize, the Agent to take such action on its behalf under the provisions of
this Credit Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto. The Agent shall hold all Collateral and all
payments of principal, interest, Fees, charges and Expenses received pursuant to
this Credit Agreement or any other Credit Document for the benefit of the
Lenders and the Issuing Banks to be distributed as provided herein. The Agent
may perform any of its duties hereunder by or through its agents or employees.

                  (b)      The provisions of this ARTICLE 10 are solely for the
benefit of the Agent, the Lenders and the Issuing Banks, and none of the Credit
Parties shall have any rights as a third party beneficiary of any of the
provisions hereof (other than SECTION 10.9). In performing its functions and
duties under this Credit Agreement, the Agent shall act solely as agent of the
Lenders and the Issuing Banks and does not assume and shall not be deemed to
have assumed any obligation toward or relationship of agency or trust with or
for any Credit Party.

         10.2     NATURE OF DUTIES OF AGENT. The Agent shall have no duties or
responsibilities except those expressly set forth in this Credit Agreement and
the other Credit Documents. Neither the Agent nor any of its officers,
directors, employees or agents shall be liable for any action taken or omitted
by it as such hereunder or in connection herewith, unless caused by its or their
gross negligence or willful misconduct. The duties of the Agent shall be
mechanical and administrative in nature; the Agent shall not have by reason of
this Credit Agreement or the other Credit Documents a fiduciary relationship in
respect of any Lender or any Issuing Bank, and nothing in this Credit Agreement
or the other Credit Documents, expressed or implied, is intended to or shall be
so construed as to impose upon the Agent any obligations in respect of

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this Credit Agreement or the other Credit Documents except as expressly set
forth herein or therein.

         10.3     LACK OF RELIANCE ON THE AGENT.

                  (a)      Independently and without reliance upon the Agent,
any Lender or any Issuing Bank, to the extent it deems appropriate, has made and
shall continue to make (i) its own independent investigation of the financial or
other condition and affairs of each Credit Party in connection with the taking
or not taking of any action in connection herewith and (ii) its own appraisal of
(A) the creditworthiness of each Credit Party, and (B) the Collateral, and,
except as expressly provided in this Credit Agreement, the Agent shall have no
duty or responsibility, either initially or on a continuing basis, to provide
any Lender or any Issuing Bank with any credit or other information with respect
thereto, whether coming into its possession before the initial Credit Event or
at any time or times thereafter.

                  (b)      The Agent shall not be responsible to any Lender or
Issuing Bank for any recitals, statements, information, representations or
warranties herein or in any other Credit Document or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility, priority
or sufficiency of this Credit Agreement or any other Credit Document or the
financial or other condition of any Credit Party. The Agent shall not be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Credit Agreement or any other
Credit Document, or the financial condition of any Credit Party, or the
existence or possible existence of any Default or Event of Default, unless
specifically requested to do so in writing by any Lender or Issuing Bank, as the
case may be.

         10.4     CERTAIN RIGHTS OF THE AGENT. The Agent shall have the right to
request instructions from the Lenders at any time. If the Agent shall request
instructions from the Lenders with respect to any act or action (including the
failure to act) in connection with this Credit Agreement, the Agent shall be
entitled to refrain from such act or taking such action unless and until the
Agent shall have received instructions from the Majority Lenders (or, to the
extent required pursuant to SECTION 11.10, the Super Majority Lenders or all
Lenders), and the Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender or Issuing Bank shall have
any right of action whatsoever against the Agent as a result of the Agent acting
or refraining from acting hereunder in accordance with the instructions of the
Majority Lenders.

         10.5     RELIANCE BY THE AGENT. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex or facsimile transmission, E-mail,
telecopier message, cablegram, order or other documentary, teletransmission or
telephone message believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person. The Agent may consult with legal
counsel (including counsel for the Borrowers with respect to matters concerning
the Borrowers), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts. The Agent may, but shall not be required to, rely on Borrowing Base
Certificates and any other schedules or reports delivered to the Agent in
connection herewith in determining the amount of the Borrowing Base and the then
eligibility of Accounts and Inventory of the

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respective Borrowers. Reliance thereon by the Agent from time to time shall not
be deemed to limit the right of the Agent to revise advance rates or standards
of eligibility as provided in the definition of the term "BORROWING BASE" set
forth herein.

         10.6     INDEMNIFICATION OF AGENT. To the extent the Agent is not
reimbursed and indemnified by the Borrowers, each Lender will reimburse and
indemnify the Agent, in proportion to its respective Commitment, for and against
any and all Liabilities, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever (including all Expenses) which may be imposed on,
incurred by or asserted against the Agent, in any way relating to or arising out
of this Credit Agreement or any other Credit Document; PROVIDED that no Lender,
shall be liable for any portion of such Liabilities, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent it is
determined by a judgment of a court that is binding on the Agent, final and not
subject to review on appeal, to be the result of acts or omissions on the part
of the Agent, constituting gross negligence or willful misconduct.

         10.7     THE AGENT IN ITS INDIVIDUAL CAPACITY. With respect to its
obligation to lend under this Credit Agreement, the Loans made by it and the
Notes issued to it, and its participation in Letters of Credit, the Agent shall
have the same rights and powers hereunder as any other Lender or holder of a
Note or participation interests and may exercise the same as though it was not
performing the duties specified herein; and the terms "Lenders," "Majority
Lenders," "holders of Notes," or any similar terms shall, unless the context
clearly otherwise indicates, include the Agent in its individual capacity. The
Agent may accept deposits from, lend money to, acquire equity interests in, and
generally engage in any kind of banking, trust, financial advisory or other
business with any Borrower or any Affiliate of any Borrower as if it were not
performing the duties specified herein, and may accept fees and other
consideration from any Borrower for services in connection with this Credit
Agreement and otherwise without having to account for the same to the Lenders or
any Issuing Bank.

         10.8     HOLDERS OF NOTES.

                  (a)      The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment or transfer thereof shall have been filed with the Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note, shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefore.

         10.9     SUCCESSOR AGENT.

                  (a)      The Agent may, upon five (5) Business Days' notice to
the Lenders and the Funds Administrator, resign at any time (effective upon the
appointment of a successor Agent pursuant to the provisions of this SECTION
10.9) by giving written notice thereof to the Lenders and the Funds
Administrator. Upon such resignation, the Majority Lenders shall have the right,
upon five (5) days' notice to the Funds Administrator, to appoint a successor
Agent. If no successor Agent (i) shall have been so appointed by the Majority
Lenders and (ii) shall have accepted such appointment, within thirty (30) days
after the retiring Agent's giving of notice of

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resignation, then, upon five (5) days' notice, the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent. Resignation of the Agent under this
Credit Agreement shall also constitute a resignation of the Agent under the
other Credit Documents and appointment of a successor Agent shall constitute an
appointment of the successor Agent under all other Credit Documents.

                  (b)      Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Credit Agreement. After any retiring Agent's resignation
hereunder as Agent, the provisions of this ARTICLE 10 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent under
this Credit Agreement. The retiring Agent shall assign to the successor Agent
all liens granted under the Collateral Documents and deliver to the successor
Agent all pledged Collateral in its possession, and take all such other actions,
at the expense of Borrowers, as may be reasonably requested to effect the
succession of the successor Agent under the Credit Documents.

                  (c)      In the event of a material breach by the Agent of its
duties hereunder, the Agent may be removed by the Majority Lenders for cause and
the provisions of this SECTION 10.9 shall apply to the appointment of a
successor Agent. Such removal of the Agent shall also operate, if at the time
any such Person is serving as such, as a removal of DBTCo. and each of its
Serving Affiliates, if any, as an Issuing Bank, subject to SECTION 10.9(d).

                  (d)      No removal of DBTCo., Deutsche Bank, any Lender or
any of their respective Serving Affiliates pursuant to SECTION 10.9(c), as an
Issuing Bank, shall be effective unless its Liabilities under each Letter of
Credit are secured with cash or by letters of credit in form and substance, and
issued by issuers, satisfactory to DBTCo., Deutsche Bank, such Lender or such
Serving Affiliate.

         10.10    COLLATERAL MATTERS.

                  (a)      Each Lender and each Issuing Bank authorizes and
directs the Agent to enter into the Collateral Documents for the benefit of such
Person. Each Lender and each Issuing Bank hereby agrees, and each holder of any
Note by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth in SECTION 11.10, any action taken by the Majority Lenders
or the Super Majority Lenders, as the case may be, in accordance with the
provisions of this Credit Agreement or the Collateral Documents, and the
exercise by the Majority Lenders or Super Majority Lenders of the powers set
forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Lenders and
all the Issuing Banks. The Agent is hereby authorized on behalf of all of the
Lenders and all the Issuing Banks, without the necessity of any notice to or
further consent from any Lender or any Issuing Bank from time to time prior to
an Event of Default, to take any action with respect to any Collateral or
Collateral Documents which may be necessary to perfect and maintain perfected
the Liens upon the Collateral granted pursuant to the Collateral Documents.

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                  (b)      Each Lender and each Issuing Bank hereby authorize
the Agent, at its option and in its discretion, to release or subordinate, as
applicable, any Lien granted to or held by the Agent upon any Collateral (i)
upon termination of the Commitments and payment and satisfaction of all of the
Obligations at any time arising under or in respect of this Credit Agreement or
the other Credit Documents or the transactions contemplated hereby or thereby,
(ii) constituting property being sold or disposed of upon receipt of the
proceeds of such sale by the Agent, if the Funds Administrator certifies to the
Agent that such sale or disposition is made in compliance with SECTION 8.5 (and
the Agent may rely conclusively on any such certificate, without further
inquiry), (iii) that is subject to a Purchase Money Lien permitted under SECTION
8.4(C) or (iv) if approved, authorized or ratified in writing by the Majority
Lenders, unless such release or subordination is required to be approved by all
of the Lenders pursuant to SECTION 11.10. Upon request by the Agent at any time,
each Lender and each Issuing Bank will confirm in writing the Agent's authority
to release or subordinate particular types or items of Collateral pursuant to
this SECTION 10.10.

                  (c)      Upon any sale and transfer of Collateral which is
expressly permitted pursuant to the terms of this Credit Agreement, or consented
to in writing by the Majority Lenders (or all Lenders, if such release is
required to be approved by all of the Lenders pursuant to SECTION 11.10), and
upon at least five (5) Business Days' prior written request by the Funds
Administrator, the Agent shall (and is hereby irrevocably authorized by each
Lender and each Issuing Bank, to) execute such documents as may be necessary to
evidence the release of the Liens granted to the Agent for the benefit of the
Agent, the Lenders and the Issuing Banks herein or pursuant hereto upon the
Collateral that was sold or transferred; PROVIDED that (i) the Agent shall not
be required to execute any such document on terms which, in the Agent's opinion,
would expose the Agent to or create any Liability or entail any consequence
other than the release of such Liens without recourse or warranty and (ii) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens upon (or obligations of any Borrower or any Credit Party in respect
of) all interests retained by any Borrower or any Credit Party, including the
proceeds of the sale, all of which shall continue to constitute part of the
Collateral. In the event of any sale or transfer of Collateral, or any
foreclosure with respect to any of the Collateral, the Agent shall be authorized
to deduct all of the Expenses reasonably incurred by the Agent from the proceeds
of any such sale, transfer or foreclosure.

                  (d)      The Agent shall have no obligation whatsoever to any
Lender, any Issuing Bank or any other Person to assure that the Collateral
exists or is owned by any Borrower or any Subsidiary thereof or is cared for,
protected or insured or that the Liens granted to the Agent herein or in any of
the Collateral Documents or pursuant hereto or thereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at
all or in any manner or under any duty of care, disclosure or fidelity any of
the rights, authorities and powers granted or available to the Agent in this
SECTION 10.10 or in any of the Collateral Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, the Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Agent's own interest in the Collateral as one of the
Lenders and that the Agent shall have no duty or liability whatsoever to the
Lenders, except for its gross negligence or willful misconduct.

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         10.11    ACTIONS WITH RESPECT TO DEFAULTS. In addition to the Agent's
right to take actions on its own accord as permitted under this Credit
Agreement, the Agent shall take such action with respect to a Default or Event
of Default as shall be directed by the Majority Lenders; PROVIDED that until the
Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable and in the best
interests of the Lenders and the Issuing Banks; and, further, provided that the
Agent shall not be required under any circumstances to take any action that, in
its judgment, (a) is contrary to any provision of the Credit Documents or
applicable law or (b) will expose it to any liability or expense against which
it has not been indemnified to its satisfaction. If any indemnity furnished to
Agent for any purpose shall, in the opinion of Agent, be insufficient or become
impaired, Agent may call for additional indemnity and cease, or not commence, to
do the acts indemnified against until such additional indemnity is furnished.

         10.12 DELIVERY OF INFORMATION. The Agent shall not be required to
deliver to any Lender or any Issuing Bank originals or copies of any documents,
instruments, notices, communications or other information received by the Agent
from the Funds Administrator, any Borrower, any Subsidiary of any Borrower, the
Majority Lenders, any Lender, any Issuing Bank or any other Person under or in
connection with this Credit Agreement or any other Credit Document except (a) as
specifically provided in this Credit Agreement or any other Credit Document and
(b) as specifically requested from time to time in writing by any Lender, or any
Issuing Bank with respect to a specific document, instrument, notice or other
written communication received by and in the possession of the Agent at the time
of receipt of such request and then only in accordance with such specific
request. The Agent shall be permitted to deliver any notices or other
information required hereunder to the Lenders through email or the use of
Intralinks or any similar service.

         10.13    OTHER AGENTS. Notwithstanding any provision to the contrary
contained elsewhere in this Credit Agreement or in any other Credit Document,
neither the Syndication Agent nor any Documentation Agent shall have any duties
or responsibilities, nor shall the Syndication Agent nor any Documentation Agent
have or be deemed to have any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Credit Agreement or any other Credit
Document or otherwise exist against the Syndication Agent or any Documentation
Agent.

                                   ARTICLE 11

                                  MISCELLANEOUS

         11.1     SUBMISSION TO JURISDICTION; WAIVERS.  EACH BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

                  (a)      SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT IN RESPECT THEREOF, TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE
COURTS

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OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN NEW YORK, NEW YORK, AND
APPELLATE COURTS FROM ANY THEREOF;

                  (b)      CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE
BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT
SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO
PLEAD OR CLAIM THE SAME;

                  (c)      AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH
BORROWER AT THE ADDRESS OF THE FUNDS ADMINISTRATOR SET FORTH IN SECTION 11.5 OR
AT SUCH OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT
THERETO;

                  (d)      AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE AGENT OR ANY LENDER TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING ANY
ACTION OR PROCEEDING AGAINST ANY BORROWER OR THE FUNDS ADMINISTRATOR, OR THEIR
RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

                  (e)      WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM
OR CROSS-CLAIM IN RESPECT OF, AND ALL STATUTES OF LIMITATIONS WHICH MAY BE
RELEVANT TO, SUCH ACTION OR PROCEEDING; AND

                  (f)      WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST
AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT.

         11.2     JURY TRIAL. THE FUNDS ADMINISTRATOR, THE BORROWERS, THE AGENT,
EACH ISSUING BANK AND THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT, THE OTHER
CREDIT DOCUMENTS OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR
THERETO.

         11.3     GOVERNING LAW. THE RIGHTS AND DUTIES OF THE FUNDS
ADMINISTRATOR, THE BORROWERS, THE AGENT, EACH ISSUING BANK AND THE LENDERS UNDER
THIS CREDIT AGREEMENT, THE NOTES (INCLUDING MATTERS RELATING TO THE MAXIMUM
PERMISSIBLE RATE) AND THE OTHER CREDIT DOCUMENTS SHALL PURSUANT TO NEW YORK
GENERAL

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OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

         11.4     DELAYS; PARTIAL EXERCISE OF REMEDIES. No delay or omission of
the Agent, any Issuing Bank or any Lender to exercise any right or remedy
hereunder or under any of the other Credit Documents, whether before or after
the happening of any Event of Default, shall impair any such right or shall
operate as a waiver thereof or as a waiver of any such Event of Default. No
single or partial exercise by the Agent, any Issuing Bank or any Lender of any
right or remedy shall preclude any other or further exercise thereof, or
preclude any other right or remedy.

         11.5     NOTICES. Except as otherwise provided herein, all notices and
correspondence hereunder shall be in writing and sent by certified or registered
mail, return receipt requested, or by overnight delivery service, with all
charges prepaid, to the following addresses, if to the Agent, or any of the
Lenders, then to Deutsche Bank Trust Company Americas, 222 South Riverside
Plaza, Chicago, Illinois 60606, Attention: Frank Fazio, if to any Issuing Bank,
to the address specified in the applicable L/C Application, and if to the Funds
Administrator or any Borrower, then to the Funds Administrator at 595 Shrewsbury
Avenue, Shrewsbury, New Jersey, 07702, Attention: Chief Financial Officer and
Treasurer or by facsimile transmission, promptly confirmed in writing sent by
first class mail, if to the Agent, or any of the Lenders, at (312) 537-1327, if
to an Issuing Bank, as specified in the applicable L/C Application, and if to
the Funds Administrator or any Borrower at (732) 212-3349 with a copy to David
K. Duffell, Edwards & Angell, LLP, 2800 Financial Plaza, Providence, Rhode
Island, facsimile (401) 276-6611. All such notices and correspondence shall be
deemed given (a) if sent by certified or registered mail, three (3) Business
Days after being postmarked, (b) if sent by overnight delivery service, when
received at the above stated addresses or when delivery is refused and (c) if
sent by facsimile transmission, when receipt of such transmission is
acknowledged except, in the case of a notice from the Agent to the Funds
Administrator under SECTION 9.2, such notice shall be deemed given when sent by
facsimile transmission.

         11.6     ASSIGNABILITY.

                  (a)      The Borrowers shall not have the right to assign this
Credit Agreement or any interest therein except with the prior written consent
of the Agent.

                  (b)      Any Lender may make, carry or transfer Loans at, to
or for the account of, any of its branch offices or the office of an Affiliate
of such Lender except to the extent such transfer would result in increased
costs to the Borrowers.

                  (c)      Each Lender may assign to one or more banks, other
financial institutions or investment funds all or a portion of its rights and
obligations under this Credit Agreement, the Notes and the other Credit
Documents; PROVIDED that, except in the case of an assignment to a Federal
Reserve Bank (which may be made without condition or restriction), (i) such
assignment shall be for a fixed and not varying percentage of the assigning
Lender's Loans, L/C Participations and Commitment, (ii) the Agent and, so long
as no Event of Default has occurred and is continuing, the Funds Administrator
shall consent to such assignment (which consents

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<PAGE>

shall not be unreasonably withheld), (iii) for each such assignment, the parties
thereto shall execute and deliver to the Agent, for its acceptance and recording
in the Register (as defined below), an Assignment and Assumption Agreement,
together with any Note or Notes subject to such assignment and a processing and
recordation fee of $5,000 and (iv) except for any assignment covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Credit Agreement, the Notes and the other Credit Documents, no such assignment
shall be for less than $1,000,000 of the assigning Lender's Commitment, unless
such assignment is to a then-current holder of a Note. Upon such execution and
delivery of the Assignment and Assumption Agreement to the Agent, from and after
the date specified as the effective date in the Assignment and Assumption
Agreement (the "ACCEPTANCE DATE"), (A) the assignee thereunder shall be a party
hereto, and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Assumption Agreement, such
assignee shall have the rights and obligations of a Lender hereunder and (B) the
assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Assumption Agreement,
relinquish its rights (other than any rights it may have pursuant to SECTION
11.8, which rights will survive) and be released from its obligations (other
than any obligations it may have pursuant to SECTION 11.7, which obligations
will survive under this Credit Agreement (and, in the case of an Assignment and
Assumption Agreement covering all or the remaining portion of an assigning
Lender's rights and obligations under this Credit Agreement, such Lender shall
cease to be a party hereto).

                  (d)      By executing and delivering an Assignment and
Assumption Agreement, the assignee thereunder confirms and agrees as follows:
(i) other than as provided in such Assignment and Assumption Agreement, the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Credit Agreement or any other Credit Document
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Credit Agreement, the Notes, or any other Credit Document; (ii)
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower, any
other Credit Parties or any Issuing Bank, the value of the Collateral, or the
performance or observance by (A) any Borrower or any other Credit Parties of any
of its obligations under this Credit Agreement or any other Credit Document, or
(B) any Issuing Bank of any of its obligations under any Letter of Credit; (iii)
such assignee confirms that it has received a copy of this Credit Agreement,
together with copies of the Financial Statements referred to in SECTION 7.1 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption
Agreement; (iv) such assignee will continue, independently and without reliance
upon the Agent, such assigning Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the time, to make its
own credit decisions in taking or not taking action under this Credit Agreement;
(v) such assignee appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under this Credit Agreement and the
other Credit Documents as are delegated to the Agent by their terms, together
with such powers as are reasonably incidental thereto; and (vi) such assignee
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Credit Agreement are required to be
performed by it as a Lender.

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                  (e)      The Agent shall maintain at its address referred to
in SECTION 11.5 a copy of each Assignment and Assumption Agreement delivered to
and accepted by it and a register for the recordation of the names and addresses
of the Lenders and the Commitment of, and principal amount of the Loans owing
to, each Lender from time to time (the "REGISTER"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Funds Administrator, the Borrowers, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Credit Agreement. The Register and copies of each Assignment
and Assumption shall be available for inspection by any Borrower or any Lender
at any reasonable time and from time to time upon reasonable prior notice.

                  (f)      Upon its receipt of an Assignment and Assumption
Agreement executed by an assigning Lender, together with the Note or Notes
subject to such assignment, the Agent shall, if such Assignment and Assumption
Agreement has been completed and is in substantially the form of EXHIBIT A
hereto, (i) accept such Assignment and Assumption Agreement, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Funds Administrator. Within five (5) Business Days after its
receipt of such notice, the Borrowers shall execute and deliver to the Agent in
exchange for the surrendered Note or Notes a new Note or Notes to the order of
the assignee in an amount equal to the Commitment assumed by it pursuant to such
Assignment and Assumption Agreement and, if the assigning Lender has retained a
Commitment hereunder, a new Note or Notes to the order of the assigning Lender
in an amount equal to the Commitment retained by it hereunder. Such new Note or
Notes shall re-evidence the Indebtedness outstanding under the old Note or Notes
and shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the Closing Date and
shall otherwise be in substantially the form of the Note or Notes subject to
such assignments.

                  (g)      Each Lender may sell participations (without the
consent of the Agent, any Borrower or any other Lender) to one or more parties
in or to all or a portion of its rights and obligations under this Credit
Agreement (including all or a portion of its Commitment, the Loans owing to it
and the Note or Notes held by it); PROVIDED that (i) such Lender's obligations
under this Credit Agreement (including its Commitment to the Borrowers
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Credit Agreement, (iv) the Funds Administrator, the Borrowers, the Agent,
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this Credit
Agreement and such Notes and (v) such Lender shall not transfer, grant, assign
or sell any participation under which the participant shall have rights to
approve any amendment or waiver of this Credit Agreement except to the extent
such amendment or waiver would (A) extend the final maturity date or the date
for the payments of any installment of fees or principal or interest of any
Loans or Letter of Credit reimbursement obligations in which such participant is
participating; (B) reduce the amount of any installment of principal of the
Loans or the amount of any drawing under any Letter of Credit in which such
participant is participating; (C) except as otherwise expressly provided in this
Credit Agreement, reduce the interest rate applicable to the Loans or the amount
of any drawing under any Letter of Credit in which such participant is
participating; or (D) except as otherwise expressly provided in this Credit
Agreement, reduce any Fees payable

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hereunder in which such participant participates. Each Lender selling or
granting a participation, including a participation sold pursuant to SECTION
2.10, shall indemnify the Borrowers and the Agent for any Taxes and Liabilities
that either may sustain as a result of such Lender's failure to withhold and pay
any Taxes applicable to payments by such Lender to its participant in respect of
such participation.

                  (h)      Each Lender agrees that, without the prior written
consent of the Borrowers and the Agent, it will not make any assignment
hereunder in any manner or under any circumstances that would require
registration or qualification of, or filings in respect of, any Loan, Note or
other Obligation under the securities laws of the United States of America or of
any jurisdiction.

                  (i)      In connection with the efforts of any Lender to
assign its rights or obligations or to participate interests, such Lender may
disclose any information in its possession regarding any Borrower, subject to
the confidentiality provisions of SECTION 11.7.

         11.7     CONFIDENTIALITY. Each Lender agrees that it will use its
reasonable best efforts not to disclose without the prior consent of the
Borrowers (other than to its employees, auditors, advisors, Affiliates and
counsel, or to another Lender if the disclosing Lender or such disclosing
Lender's holding or parent company in its sole discretion determines that any
such party should have access to such information) any information with respect
to any Borrower or any of its Subsidiaries, which is furnished pursuant to this
Credit Agreement and which is designated by such Borrower to the Lenders in
writing as confidential, provided that any Lender may disclose any such
information (a) as has become generally available to the public, (b) as may be
required or appropriate in any report, statement or testimony submitted to or
examination conducted by any Governmental Authority having or claiming to have
jurisdiction over such Lender, (c) as may be required or appropriate in response
to any summons or subpoena or in connection with any litigation, (d) in order to
comply with any Requirement of Law, (e) to any prospective or actual transferee
or participant in connection with any contemplated transfer or participation of
any of the Notes or Commitments or any interest therein by such Lender, (f) to
other financial institutions with respect to which the respective Lender has a
contractual relationship in accordance with such Lender's regular banking
procedures, provided that each such other financial institution agrees to be
bound by the confidentiality provisions contained in this SECTION 11.7, (g) to
any nationally recognized rating agency that requires access to information
regarding the respective Lender's investment portfolio in connection with such
rating agency's issuance of ratings with respect to such Lender, provided that
such Lender advises such rating agency of the confidential nature of such
information, (h) as may be required or appropriate in connection with
protecting, preserving, exercising or enforcing (or planning to exercise or
enforce) any of its rights in, under or related to the Collateral or the Credit
Documents and (i) as may be required or appropriate in consulting with any
Person with respect to any of the foregoing matters.

         11.8     INDEMNIFICATION. The Borrowers shall and hereby agree jointly
and severally to indemnify, defend and hold harmless the Agent, each Issuing
Bank and each of the Lenders and their respective directors, officers, agents,
employees, counsel, advisors and Affiliates from and against (a) any and all
losses, claims, damages, liabilities, deficiencies, judgments or expenses
incurred by any of them (except to the extent that it is finally judicially
determined to have

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resulted from their own gross negligence, bad faith or willful misconduct)
(including, but not limited to, reasonable attorneys' fees and expert fees)
(collectively, "LOSSES") arising out of or by reason of any litigations,
investigations, claims or proceedings which arise out of or are in any way
related to (i) this Credit Agreement or the transactions contemplated thereby;
(ii) the issuance of Letters of Credit; (iii) the failure of an Issuing Bank to
honor a drawing under any Letter of Credit, as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
government or Governmental Authority; (iv) any actual or proposed use by any
Borrower of (A) the proceeds of any Loans or (B) any Letter of Credit; or (v)
the Agent's, the Lenders' or any Issuing Bank's entering into this Credit
Agreement, the other Credit Documents or any other agreements and documents
relating thereto, including amounts paid in-settlement, court costs and the fees
and disbursements of counsel incurred in connection with any such litigation,
investigation, claim or proceeding or any advice rendered in connection with any
of the foregoing; and (b) any Losses that arise directly or indirectly from or
in connection with any Environmental Laws. If and to the extent that the
Obligations of the Borrowers hereunder are unenforceable for any reason, the
Borrowers hereby jointly and severally agree to make the maximum contribution to
the payment and satisfaction of such Obligations which is permissible under
applicable law. The Borrowers' joint and several Obligations hereunder shall
survive any termination of this Credit Agreement and the other Credit Documents
and the payment in full of the Obligations, and are in addition to, and not in
substitution of, any other of its Obligations. In addition, the Borrowers shall,
upon demand, pay to the Agent and each Lender all costs and expenses (including
the reasonable fees and disbursements of counsel and other professionals) paid
or incurred by the Agent or such Lender in (i) enforcing or defending its rights
under or in respect of this Credit Agreement, the other Credit Documents or any
other document or instrument now or hereafter executed and delivered in
connection herewith, (ii) collecting the Loans, (iii) foreclosing or otherwise
collecting upon the Collateral or any part thereof and (iv) obtaining any legal,
accounting or other advice in connection with any of the foregoing.

         11.9     ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Credit
Agreement and the other Credit Documents constitute the entire agreement among
the Funds Administrator, the Borrowers, the Agent and the Lenders (in their
capacities as such and not in their capacity, if any, as an Issuing Bank),
supersedes any prior agreements among them, and shall bind and benefit the Funds
Administrator, the Borrowers, the Agent and the Lenders and their respective
successors and permitted assigns.

         11.10    AMENDMENTS, ETC. No amendment or waiver of any provision of
this Credit Agreement or any other Credit Document, nor consent to any departure
by any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Majority Lenders (or by the Agent on their
behalf), or if the Lenders shall not be parties thereto, by the parties thereto
and consented to by the Majority Lenders (or by the Agent on their behalf), and
each such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; PROVIDED, that,
notwithstanding the foregoing:

                  (a)      no amendment, waiver or consent shall, unless in
writing and signed by all of the Lenders, increase the percentages in CLAUSES
(a)(i) or (a)(ii) of the definition of the term Borrowing Base.

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                  (b)      no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (i) increase the
Commitments of the Lenders or subject the Lenders to any additional obligations
(except pursuant to an increase in Commitments or obligations arising under
SECTION 11.6 hereof); (ii) except as otherwise expressly provided in this Credit
Agreement, reduce the principal of, or interest on, the Notes or any drawing
under any Letter of Credit or any fees hereunder; (iii) postpone any date fixed
for any payment in respect of principal of, or interest on, the Notes or for the
reimbursement of any drawing under any Letter of Credit or any fees hereunder;
(iv) change the percentage of the Commitments, or any minimum requirement
necessary for the Lenders, the Majority Lenders or the Super Majority Lenders to
take any action hereunder; (v) amend or waive this SECTION 11.10, or change the
respective definitions of Majority Lenders or Super Majority Lenders; (vi)
except in connection with the financing, refinancing, sale or other disposition
of any Collateral of the Borrower permitted under this Credit Agreement, release
Agent's Liens on all or a substantial portion of the Collateral; (vii) amend
SECTION 8.4 of this Credit Agreement to permit Additional First Priority
Indebtedness (as defined in the Intercreditor Agreement) to be secured by the
Collateral; or (viii) release any Borrower or Guarantor (other than a Guarantor
that is an Immaterial Subsidiary) from its obligations under the Credit
Documents except pursuant to a transaction permitted by this Credit Agreement;
and, provided that no amendment, waiver or consent affecting the rights or
duties of the Agent or any Issuing Bank under, (x) in the case of the Agent, any
term or provision of this Credit Agreement and (y) in the case of any Issuing
Bank, (1) SECTIONS 3.3, 3.4, 3.6 AND 3.8 of this Credit Agreement, (2) any
Letter of Credit or (3) any L/C Application, shall in any event be effective,
unless in writing and signed by the Agent or such Issuing Bank, as applicable,
in addition to the Lenders required hereinabove to take such action.

Notwithstanding any of the foregoing to the contrary, the consent of the
Borrowers shall not be required for any amendment, modification or waiver of the
provisions of ARTICLE 10 (other than the provisions of SECTION 10.9). In
addition, the Borrowers and the Lenders hereby authorize the Agent to modify
this Credit Agreement by unilaterally amending or supplementing ANNEX I from
time to time in the manner requested by the Borrowers, the Agent or any Lender
in order to reflect any assignments or transfers of the Loans as provided for
hereunder; however, provided that the Agent shall promptly deliver a copy of any
such modification to the Funds Administrator and each Lender.

                  (c)      If a Defaulting Lender exists or, in connection with
any proposed amendment, modification, waiver or termination (a "PROPOSED
CHANGE"):

                           (i)      requiring the consent of all affected
                  Lenders, the consent of Super Majority Lenders is obtained,
                  but the consent of other Lenders whose consent is required is
                  not obtained (any such Lender whose consent is not obtained as
                  described in this CLAUSE (i) and in CLAUSE (ii) below being
                  referred to as a "NON-CONSENTING LENDER"), or

                           (ii)     requiring the consent of Super Majority
                  Lenders, the consent of Majority Lenders is obtained, but the
                  consent of Super Majority Lenders is not obtained,

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<PAGE>

then, in respect of any Defaulting Lender or Non-Consenting Lender (so long as
Agent is not a Non-Consenting Lender), at Funds Administrator's request, Agent
or a Person reasonably acceptable to Agent shall have the right with Agent's
consent and in Agent's sole discretion (but shall have no obligation) to
purchase from such Defaulting Lender or Non-Consenting Lender, as applicable,
and such Defaulting Lender or Non-Consenting Lender, as applicable, agrees that
it shall, upon Agent's request, sell and assign to Agent or such Person, all of
the Commitments of such Defaulting Lender or Non-Consenting Lender, as
applicable, for an amount equal to the principal balance of all Loans held by
such Defaulting Lender or Non-Consenting Lender, as applicable, and all accrued
interest and fees with respect thereto through the date of sale, such purchase
and sale to be consummated pursuant to an executed Assignment and Assumption
Agreement.

         11.11    NONLIABILITY OF AGENT AND LENDERS. The relationship between
the Borrowers and the Lenders and the Agent shall be solely that of borrower and
lender. Neither the Agent, any Lender or any Issuing Bank shall have any
fiduciary responsibilities to the Funds Administrator or any Borrower. Neither
the Agent, any Lender or any Issuing Bank undertakes any responsibility to the
Borrowers to review or inform the Borrowers of any matter in connection with any
phase of any Borrowers' business or operations.

         11.12    COUNTERPARTS. This Credit Agreement may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

         11.13    EFFECTIVENESS. This Credit Agreement shall become effective on
the date on which all of the parties hereto shall have signed a copy hereof
(whether the same or different copies) and shall have delivered the same to the
Agent pursuant to SECTION 11.5 or, in the case of the Lenders, shall have given
to the Agent written or facsimile notice (actually received) at such office that
the same has been signed and mailed to it.

         11.14    SEVERABILITY. In case any provision in or obligation under
this Credit Agreement or the Notes or the other Credit Documents shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         11.15    HEADINGS DESCRIPTIVE. The headings of the several sections
and subsections of this Credit Agreement, and the Table of Contents, are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Credit Agreement.

         11.16    MAXIMUM RATE. Notwithstanding anything to the contrary
contained elsewhere in this Credit Agreement or in any other Credit Document,
the Borrowers, the Agent and the Lenders hereby agree that all agreements among
them under this Credit Agreement and the other Credit Documents, whether now
existing or hereafter arising and whether written or oral, are expressly limited
so that in no contingency or event whatsoever shall the amount paid, or agreed
to be paid, to the Agent or any Lender for the use, forbearance, or detention of
the money loaned to the Borrowers and evidenced hereby or thereby or for the
performance or payment of any

                                      110
<PAGE>

covenant or obligation contained herein or therein, exceed the Highest Lawful
Rate. If due to any circumstance whatsoever, fulfillment of any provisions of
this Credit Agreement or any of the other Credit Documents at the time
performance of such provision shall be due shall exceed the Highest Lawful Rate,
then, automatically, the obligation to be fulfilled shall be modified or reduced
to the extent necessary to limit such interest to the Highest Lawful Rate, and
if from any such circumstance any Lender should ever receive anything of value
deemed interest by applicable law which would exceed the Highest Lawful Rate,
such excessive interest shall be applied to the reduction of the principal
amount then outstanding hereunder or on account of any other then outstanding
Obligations and not to the payment of interest, or if such excessive interest
exceeds the principal unpaid balance then outstanding hereunder and such other
then outstanding Obligations, such excess shall be refunded to the Borrowers.
All sums paid or agreed to be paid to the Agent or any Lender for the use,
forbearance, or detention of the Obligations and other Indebtedness of the
Borrowers to the Agent or any Lender shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such Indebtedness until payment in full so that the actual rate of
interest on account of all such Indebtedness does not exceed the Highest Lawful
Rate throughout the entire term of such Indebtedness. The terms and provisions
of this Section shall control every other provision of this Credit Agreement,
the other Credit Documents and all agreements among the Borrowers, the Agent and
the Lenders.

         11.17    RIGHT OF SETOFF. In addition to and not in limitation of all
rights of offset that any Lender may have under applicable law, each Lender
shall, subject to SECTION 9.4, upon the occurrence and during the continuance of
any Event of Default and whether or not such Lender has made any demand or the
Obligations of any Credit Party are matured, have the right to appropriate and
apply to the payment of the Obligations of such Credit Party all deposits
(general or special, time or demand, provisional or final) then or thereafter
held by and other Indebtedness or property then or thereafter owing by such
Lender, including any and all amounts in any Depository Account, Concentration
Account or the DBTCo Account. For purposes of this SECTION 11.17, the
Obligations of a Credit Party to a Lender shall include, as fully as though such
Obligations were the direct Obligations of such Credit Party to such Lender, the
Obligations of such Credit Party in which such Lender has an L/C Participation,
in each case, to the extent of such participation. No Lender may exercise such
rights without the prior written consent of Agent or the Majority Lenders
pursuant to SECTION 9.4. Any amount received as a result of the exercise of such
rights shall be reallocated as set forth in SECTION 2.10.

         11.18    DEFAULTING LENDER.

                  (a)      Unless the Agent shall have received notice from a
Lender, prior to the time specified in such Section, that such Lender will not
make available to the Agent a Loan required to be made by it pursuant to SECTION
2.2 or its L/C Participation Funding Amount pursuant to SECTION 3.6(b)(ii), the
Agent may assume that such Lender has made such amounts available to the Agent
in accordance with such Sections and the Agent in its sole discretion may, in
reliance upon such assumption, make available to the Borrowers or the applicable
Issuing Bank a corresponding amount on behalf of such Lender.

                  (b)      If any amount referred to in SUBSECTION (a) of this
SECTION 11.18 or in SECTION 2.3 is not made available to the Agent by a Lender
(a "DEFAULTING LENDER") and the

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<PAGE>

Agent has made such amount available to the Borrowers or an Issuing Bank, the
Agent shall be entitled to recover such amount on demand from such Defaulting
Lender together with interest as hereinafter provided. If such Defaulting Lender
does not pay such amount forthwith upon the Agent's demand therefore, the Agent
shall promptly notify the Funds Administrator and the Borrowers shall
immediately (but in no event later than five Business Days after such demand)
pay such amount to the Agent together with interest calculated as hereinafter
provided. The Agent shall also be entitled to recover from such Defaulting
Lender and/or the Borrowers, as the case may be, (i) interest on such amount in
respect of each day from the date such corresponding amount was made available
by the Agent to the Borrowers to the date such amount is recovered by the Agent,
at a rate per annum equal to either (A) if paid by such Defaulting Lender, the
overnight Federal Funds Rate or (B) if paid by the Borrowers, the then
applicable rate of interest, calculated in accordance with SECTION 4.1 OR
SECTION 4.2, PLUS (ii) in each case, an amount equal to any costs (including
legal expenses) and losses incurred as a result of the failure of such
Defaulting Lender to provide such amount as provided in this Credit Agreement.
Nothing herein shall be deemed to relieve any Lender from its duty to fulfill
its obligations hereunder or to prejudice any rights which the Borrowers or any
Issuing Bank, may have against any Lender as a result of any default by such
Lender hereunder, including the right of the Borrowers to seek reimbursement
from any Defaulting Lender for any amounts paid by the Borrowers under CLAUSE
(ii) above on account of such Defaulting Lender's default.

                  (c)      (i)      Notwithstanding anything contained herein to
the contrary, so long as any Lender is a Defaulting Lender or has rejected its
Commitment, the Agent shall not be obligated to transfer to such Lender (A) any
payments made by the Borrowers to the Agent for the benefit of such Lender or
(B) any amounts contemplated by SECTION 2.3(b)(i); and, such Lender shall not be
entitled to the sharing of any payments pursuant to SECTION 2.10. Amounts
otherwise payable to such Lender under SECTION 2.10 shall instead be paid to the
Agent.

                           (ii)     For purposes of voting or consenting to
                  matters with respect to the Credit Documents and determining
                  Proportionate Share, such Defaulting Lender shall be deemed
                  not to be a "LENDER" and such Lender's Commitment shall be
                  deemed to be zero (0).

                           (iii)    This SECTION 11.18(c) shall remain effective
                  with respect to a Defaulting Lender until (a) the Obligations
                  under this Credit Agreement shall have been declared or shall
                  have become immediately due and payable or (b) the Majority
                  Lenders, the Agent and the Borrowers shall have waived such
                  Lender's default in writing.

                           (iv)     No Lender's Commitment shall be increased or
                  otherwise affected, and performance by the respective
                  Borrowers shall not be excused, by the operation of this
                  SECTION 11.18(c). Any payments of principal or interest which
                  would, but for this SUBSECTION (c), be paid to any Lender,
                  shall be paid to the Lenders who shall not be in default under
                  their respective Commitments and who shall not have rejected
                  any Commitment, for application to the Loans then due and
                  payable or to the other Obligations then due and payable or to
                  provide cash collateral to secure Obligations not then due and
                  payable in such manner and order as shall be determined by the
                  Agent.

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<PAGE>

         11.19    RIGHTS CUMULATIVE. Each of the rights and remedies of the
Agent, each Issuing Bank and the Lenders under the Credit Documents shall be in
addition to all of their other rights and remedies under the Credit Documents
and applicable law, and nothing in the Credit Documents shall be construed as
limiting any such rights or remedies.

         11.20    THIRD PARTY BENEFICIARIES. Each Issuing Bank shall be deemed
to be a third party beneficiary of its rights under this Credit Agreement,
provided that, except as otherwise provided in SECTION 11.10, such rights may be
amended or waived, and any departure therefrom by any Credit Party consented to,
without their respective consents.

         11.21    JOINT AND SEVERAL LIABILITY OF BORROWERS.

                  (a)      Each of the Borrowers shall be jointly and severally
liable hereunder and under each of the other Credit Documents with respect to
all Obligations, regardless of which of the Borrowers actually receives the
proceeds of the Loans or the benefit of any other extensions of credit
hereunder, or the manner in which the Funds Administrator, the Borrowers, the
Agent, the Lenders or any of the Issuing Banks account therefore in their
respective books and records. In furtherance and not in limitation of the
foregoing, (i) each Borrower's obligations and liabilities with respect to
proceeds of Loans which it receives or Letters of Credit issued for its account,
and related fees, costs and expenses, and (ii) each Borrower's obligations and
liabilities arising as a result of the joint and several liability of the
Borrowers hereunder with respect to proceeds of Loans received by, or Letters of
Credit issued for the account of, any of the other Borrowers, together with the
related fees, costs and expenses, shall be separate and distinct obligations,
both of which are primary obligations of such Borrower. Neither the joint and
several liability of, nor the Liens granted to the Agent under the Collateral
Documents by, any of the Borrowers shall be impaired or released by (A) the
failure of the Agent, any Lender or any Issuing Bank, any successors or assigns
thereof, or any holder of any Note or any of the Obligations to assert any claim
or demand or to exercise or enforce any right, power or remedy against the Funds
Administrator, any Borrower, any Subsidiary of any Borrower, any other Person,
the Collateral or otherwise; (B) any extension or renewal for any period
(whether or not longer than the original period) or exchange of any of the
Obligations or the release or compromise of any obligation of any nature of any
Person with respect thereto; (C) the surrender, release or exchange of all or
any part of any property (including without limitation the Collateral) securing
payment, performance and/or observance of any of the Obligations or the
compromise or extension or renewal for any period (whether or not longer than
the original period) of any obligations of any nature of any Person with respect
to any such property; (D) any action or inaction on the part of the Agent, any
Lender or any Issuing Bank, or any other event or condition with respect to any
other Borrower, including any such action or inaction or other event or
condition, which might otherwise constitute a defense available to, or a
discharge of, such Borrower, or a guarantor or surety of or for any or all of
the Obligations; and (E) any other act, matter or thing (other than payment or
performance of the Obligations) which would or might, in the absence of this
provision, operate to release, discharge or otherwise prejudicially affect the
obligations of such Borrower or any other Borrower.

                  (b)      Notwithstanding any provision to the contrary
contained herein or in any other of the Credit Documents, to the extent the
joint obligations of a Borrower shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because

                                      113
<PAGE>

of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable
state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
similar statute or common law) then the Obligations of each Borrower hereunder
shall be limited to the maximum amount that is permissible under applicable law
(whether federal or state and including, without limitation, the federal
Bankruptcy Code).

                  (c)      To the extent that any Borrower shall make a payment
under this SECTION 11.21 of all or any of the Obligations (other than Loans made
to that Borrower for which it is primarily liable) (a "GUARANTOR PAYMENT") that,
taking into account all other Guarantor Payments then previously or concurrently
made by any other Borrower, exceeds the amount that such Borrower would
otherwise have paid if each Borrower had paid the aggregate Obligations
satisfied by such Guarantor Payment in the same proportion that such Borrower's
"ALLOCABLE AMOUNT" (as defined below) (as determined immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Borrowers as determined immediately prior to the making of such Guarantor
Payment, then, following indefeasible payment in full in cash of the Obligations
and termination of the Commitments, such Borrower shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other
Borrower for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Guarantor Payment. As of
any date of determination, the "ALLOCABLE AMOUNT" of any Borrower shall be equal
to the maximum amount of the claim that could then be recovered from such
Borrower under this SECTION 11.21 without rendering such claim voidable or
avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any
applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law. This SECTION 11.21(c) is intended only to
define the relative rights of Borrowers and nothing set forth in this SECTION
11.21(c) is intended to or shall impair the obligations of Borrowers, jointly
and severally, to pay any amounts as and when the same shall become due and
payable in accordance with the terms of this Credit Agreement, including SECTION
11.21(a). Nothing contained in this SECTION 11.21(c) shall limit the liability
of any Borrower to pay the Loans made directly or indirectly to that Borrower
and accrued interest, Fees and Expenses with respect thereto for which such
Borrower shall be primarily liable. The parties hereto acknowledge that the
rights of contribution and indemnification hereunder shall constitute assets of
the Borrower to which such contribution and indemnification is owing. The rights
of the indemnifying Borrowers against other Credit Parties under this SECTION
11.21(c) shall be exercisable upon the full and indefeasible payment of the
Obligations and the termination of the Commitments.

                  (d)      The liability of Borrowers under this SECTION 11.21
is in addition to and shall be cumulative with all liabilities of each Borrower
to Agent and Lenders under this Credit Agreement and the other Credit Documents
to which such Borrower is a party, without any limitation as to amount.

         11.22    APPOINTMENT AND AUTHORIZATION OF FUNDS ADMINISTRATOR.

                  (a)      Each Borrower hereby designates, appoints, authorizes
and empowers Wellman as its agent to act as specified in the capacity of Funds
Administrator under this Credit Agreement and each of the other Credit Documents
and Wellman hereby acknowledges such designation, authorization and empowerment,
and accepts such appointment. Each Borrower

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<PAGE>

hereby irrevocably authorizes and directs the Funds Administrator to take such
action on its behalf under the respective provisions of this Credit Agreement
and the other Credit Documents, and any other instruments, documents and
agreements referred to herein or therein, and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Funds Administrator by the respective terms and provisions
hereof and thereof, and such other powers as are reasonably incidental thereto,
including, without limitation, to take the following actions for and on such
Borrower's behalf:

                           (i)      to submit on behalf of each Borrower Notices
                  of Borrowing, Notices of Conversion and Notices of
                  Continuation to Agent in accordance with the provisions of
                  this Credit Agreement, each such notice to be submitted by the
                  Funds Administrator to Agent as soon as practicable after its
                  receipt of a request to do so from a Borrower; and

                           (ii)     to submit on behalf of each Borrower
                  requests for the issuance of Letters of Credit in accordance
                  with the provisions of this Credit Agreement, each such
                  request for the issuance of a Letter of Credit to be submitted
                  by the Funds Administrator as soon as practicable after its
                  receipt of a request to do so from any Borrower.

                  The Funds Administrator is further authorized and directed by
                  each of the Borrowers to take all such actions on behalf of
                  such Borrower necessary to exercise the specific powers
                  granted in CLAUSES (i) AND (ii) above and to perform such
                  other duties hereunder and under the other Credit Documents,
                  and deliver such documents as delegated to or required of the
                  Funds Administrator by the terms hereof or thereof. Agent and
                  each Lender may regard any notice or other communication
                  pursuant to any Credit Documents from the Funds Administrator
                  as a notice or communication from all Borrowers, and may give
                  any notice or communication required or permitted to be given
                  to any Borrower or Borrowers hereunder to the Funds
                  Administrator on behalf of such Borrower or Borrowers. Each
                  Borrower agrees that each notice, election, representation and
                  warranty, covenant, agreement and undertaking made on its
                  behalf by the Funds Administrator shall be deemed for all
                  purposes to have been made by such Borrower and shall be
                  binding upon and enforceable against such Borrower to the same
                  extent as if the same had been made directly by such Borrower.

                  (b)      The Funds Administrator may perform any of its duties
hereunder or under any of the other Credit Documents by or through its agents or
employees.

                            [Signature Page Follows]

                                      115
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed and delivered by their proper and duly authorized
officers as of the date set forth above.

                                    BORROWERS:

                                    WELLMAN, INC.,
                                    a Delaware corporation, individually, as a
                                    Borrower and as Funds Administrator

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

                                    PRINCE, INC., as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: President

                                    WELLMAN OF MISSISSIPPI, INC.,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                    CARPET RECYCLING OF GEORGIA, INC.,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                    ALG, INC.,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                       S-1
<PAGE>

                                    PERMACLEAR EAST INCORPORATED,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                    FIBER INDUSTRIES, INC.,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                    WELLMAN RESINS LLC,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                    PTA RESOURCES, LLC,
                                    as a Borrower

                                        /s/ Keith R. Phillips
                                    By:_________________________________________
                                    Title: Vice President

                                    AGENT:

                                    DEUTSCHE BANK TRUST COMPANY AMERICAS, as
                                    Agent and Collateral Agent

                                         /s/ Frank Fazio
                                    By:_________________________________________

                                           Director
                                    Title:______________________________________

                                       S-2
<PAGE>

                                    LENDERS:

                                    DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    By: /s/ Frank Fazio
                                       -----------------------------------------
                                    Title: Director
                                          --------------------------------------

                                    JP MORGAN CHASE BANK

                                    By: /s/ James H. Ramage
                                       -----------------------------------------
                                    Title: Managing Director
                                          --------------------------------------

                                    GENERAL ELECTRIC CAPITAL CORPORATION

                                    By: /s/ Anne Bartolot
                                       -----------------------------------------
                                    Title: Its Duly Authorized Signatory
                                          --------------------------------------

                                    LASALLE BUSINESS CREDIT, LLC

                                    By: /s/ Thomas J. Brennan
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    PB CAPITAL CORPORATION

                                    By: /s/ Tyler J. McCarthy
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    By: /s/ Michael Bedore
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    CONGRESS FINANCIAL CORPORATION

                                    By: /s/ Scott T. Collins
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    WELLS FARGO FOOTHILL, LLC

                                    By: /s/ Sanat S. Amladi
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    GMAC COMMERCIAL FINANCE, LLC

                                    By: /s/ Thomas Brent
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL
                                    LYNCH BUSINESS FINANCIAL SERVICES

                                    By: /s/ Tara Wrobel
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    PNC BANK, NATIONAL ASSOCIATION

                                    By: /s/ Peter Coutrakon
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    ALLIED IRISH BANK, PLC

                                    By: /s/ Martin S. Chin
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    By: /s/ John F. Farrace
                                       -----------------------------------------
                                    Title: Senior Vice President
                                          --------------------------------------

                                    WEBSTER BUSINESS CREDIT CORPORATION

                                    By: /s/ Bradford Mitch
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------




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