TWENTIETH AMENDMENT, CONSENT AND
WAIVER
TO CREDIT AGREEMENT
This Twentieth
Amendment, Consent and Waiver to Credit Agreement (this “
Amendment ”) is entered into as of January ___, 2009
by and among Wellman, Inc., a Delaware corporation (the “
Funds Administrator ”) on behalf of itself and the
other borrowers under the Credit Agreement, each as a debtor and
debtor-in-possession (collectively, and together with the Funds
Administrator, the “ Borrowers ”), Deutsche Bank
Trust Company Americas, as Administrative Agent, and the other
financial institutions party hereto.
A. The Funds
Administrator, the Borrowers, the Administrative Agent and the
Lenders are party to that certain Credit Agreement dated as of
February 26, 2008 (the “ Credit Agreement
”). Unless otherwise specified herein, capitalized terms used
in this Amendment shall have the meanings ascribed to them by the
Credit Agreement.
B. The Funds
Administrator, on behalf of itself and the other Borrowers, the
Administrative Agent and the undersigned Lenders wish to amend the
Credit Agreement on the terms and conditions set forth
below.
Now, therefore, in
consideration of the mutual execution hereof and other good and
valuable consideration, the parties hereto agree as
follows:
1.
Amendments to Credit Agreement . Upon the Effective Date (as
defined herein):
(a)
Section 1.1 of the Credit Agreement shall be amended by
deleting clause (a)(i) of the definition of “Borrowing
Base” and replacing it with the following:
“
(i) the sum, without duplication, of (A) eighty five
percent (85%) of the Value of Eligible Accounts Receivable of each
Borrower and (B) eighty five percent (85%) of the aggregate
insured amount (net of any deductibles) of the Specified Accounts
Receivable of each Borrower that have been insured in a manner
acceptable to Agent, plus ”
(b)
Section 1.1 of the Credit Agreement shall be amended by
deleting clause (d) of the definition of “Eligible
Accounts Receivable” and replacing it with the
following:
“
(d) the Account, when aggregated with all other Accounts of
such account debtor (and any Affiliate thereof), exceeds thirty
percent (30%) in face value of all Accounts of 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”
(c)
Section 1.1 of the Credit Agreement shall be amended by adding
the following definition of “Specified Accounts
Receivable”:
““
Specified Accounts Receivable” shall mean
accounts receivable related to the Borrowers’ polyester fiber
and engineering resins business of the following account debtors:
(a) Manufactures Kaltex SA de Tepeji Del Rio,
(b) Zagis S A De C V Tepeji Del Rio HG, (c)
Coats Mexico S A de C V Deleg Tlalpan MX, (d)
Tejidos Xemla S A de C V Huejotzingo PU, (e)
Compania Universal Textil, (f) R Belda Llorens S
A, (g) Ivatex S A de C V Atlixco PU, (h) O R V
Manufacturing S P A, (i) Hilaturas Mig, S.A. de C.V.,
(j) Cobbac
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