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Previous: WELLMAN INC, 10-Q, 2000-05-12 |
Next: WELLMAN INC, 10-Q, 2000-05-12 |
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April 28, 2000 |
Wellman, Inc.
Shrewsbury Executive Center
1040 Broad Street
Suite 302
Shrewsbury, New Jersey 07702
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Attention: |
Keith R. Phillips, Vice President, Chief Financial Officer and Treasurer and Audrey Goodman, Assistant Treasurer |
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Re: |
Loan Agreement dated as of September 28, 1999 by and between Wellman, Inc. a Delaware corporation ("Borrower") and Fleet National Bank as Agent (the "Agent") for itself and the other Banks party thereto and such Banks (the "Agreement") |
Ladies and Gentlemen:
The Borrower has requested the Agent and the Banks to consent to application of a permanent reduction of the 4-Year Commitment (which will also constitute a permanent reduction of the Commitment) in the manner described below.
Capitalized terms used herein and not expressly defined herein shall have the respective meanings assigned thereto in the Agreement.
Subsequent to the execution of the Agreement and prior to the date hereof, the Borrower executed a $50,000,000 private placement financing. The Borrower now desires to permanently reduce the 4-Year Commitment by $50,000,000 pursuant to Section 2.09 of the Agreement, but to apply (i) at least $45,000,000 of such reduction on a non-pro rata basis in Wellman's discretion to the Pro Rata Shares of the 4-Year Commitment held by the five Banks currently holding the largest Pro Rata Shares of the 4-Year Commitment (the "Five Banks") and (ii) up to $5,000,000 of the $50,000,000 4-Year Commitment reduction in Wellman's discretion to the Pro Rata Shares of the 4-Year Commitment held by any of the Banks on a non-pro rata basis; provided that after giving effect to such reduction in the 4-Year Commitment none of the Five Banks' Pro Rata Shares of the 4-Year Commitment shall have been reduced by more than $15,000,000 and Fleet National Bank shall retain the largest Pro Rata Share of the 4-Year Commitment. Wellman hereby requests the consent of the Banks and the Agent to such 4-Year Commitment permanent reduction which shall occur only upon the consents of the Banks and the Agent becoming effective.
Borrower's request for consent shall be deemed withdrawn unless the consent hereto of the Banks and the Agent shall have become effective by April 30, 2000 unless such date is extended by notice from the Borrower to the Agent.
The Agent and the Banks hereby consent to said permanent reduction of the 4-Year Commitment in this one instance and waive the provisions of Sections 2.09, 2.16 and 2.18 to the extent any of such Sections may be inconsistent with said permanent reduction. The Agent, the Banks and the Borrower hereby confirm that future permanent reductions in the Commitment pursuant to Section 2.09 of the Agreement may be applied by the Borrower toward a reduction in the 4-Year Commitment and/or 364-Day Commitment as Borrower determines, so long as any such reduction is applied on a pro rata basis to the Pro Rata Shares of the Commitment being reduced.
The Borrower, the Agent and the Banks hereby agree that immediately after such permanent reduction of the 4-Year Commitment Exhibit K to the Loan Agreement shall thereupon be deemed amended to accurately reflect the Pro Rata Shares of the Banks after giving effect to said permanent reduction of the 4-Year Commitment.
The Borrower represents that no Default or Event of Default exists under the Agreement.
The amendment and consent contained herein are limited to the voluntary permanent reduction of the 4-Year Commitment described above only and are not nor shall they be construed as an amendment and/or consent with respect to any other reduction of the Commitment.
Except to the extent of the above-referenced amendment and consent, each of the above-referenced provisions in the Agreement shall remain in full force and effect.
The signatures below on behalf of each of the Borrower, the Agent and each Bank establishes said party's consent to and agreement with the foregoing.
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FLEET NATIONAL BANK, as Agent and a Lender By: /s/ John P. O'Laughlin Name: John P. O'Laughlin Title: Vice President |
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AGREED TO: WELLMAN, INC. By: /s/ Audrey Goodman Name: Audrey Goodman Title: Assistant Treasurer |
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LENDERS: BANK OF AMERICA, N.A., as Bank and as Syndication Agent By: /s/ Eileen C. Higgins Name: Eileen C. Higgins Title: Vice President |
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FIRST UNION NATIONAK BANK, as a Bank and as Documentation Agent By: /s/ Peter G. Macey Name: Peter G. Macey Title: Senior Vice Pres. |
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WACHOVIA BANK, N.A., as a Bank and as a Senior Managing Agent By: /s/ M. Eugene Wood, III Name: M. Eugene Wood, III Title: Senior Vice President |
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THE CHASE MANHATTAN BANK, as a Bank and as a Senior Managing Agent By: /s/ Lawrence Palumbo, Jr. Name: Lawrence Palumbo, Jr. Title: Vice President |
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THE NORTHERN TRUST COMPANY., as a Bank By: /s/ David J. Mitchell Name: David J. Mitchell Title: Vice President |
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THE GOVERNOR & COMPANY OF THE BANK OF IRELAND, as a Bank By: /s/ Tony O'Donovan Name: Tony O'Donovan Title: Executive |
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MELLON BANK, N.A., as a Bank By: /s/ Leonard M. Karpen, Jr. Name: Leonard M. Karpen, Jr. Title: Vice President |
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BANCA MONTE DEI PASCHI DI SIENA S.P.A., as a Bank By: /s/ G. Nataliechi Nicolas A. Kanaris Name: G. Nataliechi Nicolas A. Kanaris Title: S.V.P. & Vice President General Manager |
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MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Bank By: /s/ R. David Stone Name: R. David Stone Title: Vice President |
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THE BANK OF NOVA SCOTIA, as a Bank By: /s/ B.S. Allen Name: B.S. Allen Title: Managing Director |
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KBC BANK N.V., as a Bank By: /s/ Robert M. Surdam, Jr. Name: Robert M. Surdam, Jr. Title: Vice President |
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HIBERNIA NATIONAL BANK, as a Bank By: /s/ Nancy G. Moragas Name: Nancy G. Moragas Title: Assistant Vice President |
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EXHIBIT K PRO RATA SHARES |
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Name of Bank, Address for Notices and Instructions for Wire Transfers |
Pro Rata Share |
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Fleet National Bank 100 Federal Street Boston, Massachusetts 02110 Attention: John P. O'Loughlin Vice President Telephone: (617) 434-3952 Telecopy: (617) 434-0601 E-mail: john_p_o'[email protected] |
Loans and Commitment 18.00% |
364-Day Loan and 364-Day Commitment 12.00% |
4-Year Loan and 4-Year Commitment 20.7272727273% |
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Wire Transfer Instructions: Fleet National Bank Boston, Massachusetts ABA #011000138 (FNB-MA) Account: Commercial Loan Services Attn: Agent Bank MA Account #: 1510351 G/L Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: Wachovia Bank, N.A. 152 W. 57th Street, 37th Floor New York, NY 10019 Attention: Mary Ann Zagroba, Senior Vice President Telephone: (212) 603-7702 Telecopy: (212) 603-7729 E-mail:mary [email protected] |
Loans and Commitment 10.00% |
364-Day Loan and 364-Day Commitment 11.1111112000% |
4-Year Loan and 4-Year Commitment 9.4949494545% |
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For Administrative/Operations Matters: Wachovia Bank, N.A. 191 Peachtree Street, NE 28th Floor, MC370 Atlanta, GA 30303 Attn: Trudy T. Collins Tel: (404) 332-6688 Fax: (404) 332-4320 Wire Transfer Instructions: Wachovia Bank, N.A. ABA #: 061000010 Account Name: FW Money Transfer Suspense Attn: Complex Unit Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: KBC Bank N.V. 125 West 55th Street New York, NY 10019 Attn: Robert Surdam, Vice President Rasha Mosaad, Assistant Vice President Telephone: (212) 541-0704/0712 Telecopy: (212) 541-0793 E-mail: [email protected] |
Loans and Commitment 2.50% |
364-Day Loan and 364-Day Commitment 2.2222224000% |
4-Year Loan and 4-Year Commitment 2.6262625455% |
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For Administrative/Operations Matters: KBC Bank N.V. 125 West 55th Street New York, NY 10019 Attn: Charleen Cumberbatch/Robert Pacific Tel: (212) 541-0653/0671 Fax: (212) 956-5581 Wire Transfer Instructions: KBC Bank N.V. ABA #: 026-008-248 Account Name: KBC New York Attn: Loan Administration Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: First Union National Bank 190 River Road, NJ3161 Summit, NJ 07901 Attn: Peter Mace, Senior Vice President Tel: (908) 598-3237 Fax: (908) 598-3050 E-mail: peter.mace@firstunion,com
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Loans and Commitment 15.00% |
364-Day Loan and 364-Day Commitment 16.6666664000% |
4-Year Loan and 4-Year Commitment 14.2424243636% |
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For Administrative/Operations Matters: First Union National Bank 190 River Road, NJ3130 Summit, NJ 07901 Attn: Janie Cusack Tel: (904) 489-1823 Fax: (904) 489-1010 Wire Transfer Instructions: First Union National Bank Jacksonville, FL Fed Wire #: 031201467 Chips #: 0509 Tax I.D. #: 22 114 7033 ABA #: 063000021 Account #: 145916-2008 Attn: Cindy Perry Re: Wellman, Inc. Obligor #: 9565178503 |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: The Bank of Nova Scotia One Liberty Plaza, 26th Floor New York, NY 10006 Attn: Brian Allen, Senior Relationship Manager Tel: (212) 225-5030 Fax: (212) 225-5090 E-mail: [email protected]
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Loans and Commitment 3.75% |
364-Day Loan and 364-Day Commitment 3.3333336000% |
4-Year Loan and 4-Year Commitment 3.9393938182% |
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For Administrative/Operations Matters: The Bank of Nova Scotia One Liberty Plaza, 24th Floor New York, NY 10006 Attn: Peter Colletta, Senior Loan Admin. Officer Tel: (212) 225-5069 Fax: (212) 225-5145 Wire Transfer Instructions: The Bank of Nova Scotia ABA #: 026-002532 Account Name: Loan Accounting Attn: Marcia Samuals Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: Morgan Guaranty Trust Company of New York JP Morgan Securities, Inc. 60 Wall Street, 5th Floor New York, NY 10260-0060 Attn: Dennis Wilczek, Associate Tel: (212) 648-1265 Fax: (212) 648-5018 E-mail: [email protected]
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Loans and Commitment 6.25% |
364-Day Loan and 364-Day Commitment 5.5555552000% |
4-Year Loan and 4-Year Commitment 6.5656567273% |
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For Administrative/Operations Matters: Morgan Guaranty Trust Company of New York c/o J.P. Morgan Services, Inc. 500 Stanton Christiana Road Newark, DE 19713 Attn: Jeannie Mattson, Associate Credit Administrator Tel: (302) 634-1938 Fax: (302) 634-1852 Wire Transfer Instructions: Morgan Guarauty Trust Company of New York New York, NY ABA #: 021000238 Account Name: Loan Department A/C #999-99-090 Attn: Corporate Processing - Mod 23 Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: Bank of America, N.A. 335 Madison Avenue, 5th Floor New York, NY 10017 Attn: Eileen C. Higgins, Vice President Tel: (212) 503-7260 Fax: (212) 503-7878 E-mail: [email protected]
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Loans and Commitment 16.25% |
364-Day Loan and 364-Day Commitment 16.6666664000% |
4-Year Loan and 4-Year Commitment 16.0606061818% |
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For Administrative/Operations Matters: Bank of America, N.A. 101 N. Tryon Street NC1-001-15-05 Charlotte, NC 28255 Attn: Bobbie Boratea, CSR Tel: (704) 386-8389 Fax: (704) 409-0059 Wire Transfer Instructions: Bank of America, N.A. ABA #: 053000196 Attn: Bobbie Boratea Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: The Northern Trust Company 50 S. LaSalle, 11th Floor Chicago, IL 60675 Attn: David J. Mitchell Tel: (312) 444-5033 Fax: (313) 444-5055 E-mail: [email protected]
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Loans and Commitment 3.75% |
364-Day Loan and 364-Day Commitment 3.3333336000% |
4-Year Loan and 4-Year Commitment 3.9393938182% |
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For Administrative/Operations Matters: The Northern Trust Company 50 S. LaSalle, 11th Floor Chicago, IL 60675 Attn: Ms. Linda Honda Tel: (312) 444-3532 Fax: (312) 630-1566 Wire Transfer Instructions: The Northern Trust Bank ABA #: 071000152 Comm. Loan Account #: 5186401000 Credit to: Commercial Loan Dept. Re: Wellman |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: The Governor & Company of the Bank of Ireland Corporate Banking Head Office Lower Baggot Street Dublin 2 IRELAND Attn: Helen Prendergast Tel: 011-353-1-6044044 Fax: 011-353-1-6044025 E-mail: [email protected]
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Loans and Commitment 5.00% |
364-Day Loan and 364-Day Commitment 4.4444448000% |
4-Year Loan and 4-Year Commitment 5.2525250909% |
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For Administrative/Operations Matters: Bank of Ireland Corporate Banking Loan Administration Hume House, Pembroke Road, Ballsbridge Dublin 4 IRELAND Attn: Cathal Browne/Yvonne Manahan Tel: 011-353-1-6187489 Fax: 011-353-1-6187462/75 Wire Transfer Instructions: The Chase Manhattan Bank New York ABA #: 021000021 Further Credit: Bank of Ireland Group Treasury Attn: Yvonne Manahan Re: Wellman, Inc. Account #: 0011015815 Swift Code: CHASUS33 |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: Mellon Bank, N.A. 1735 Market Street, 7th Floor Philadelphia, PA 19103 Attn: Leonard M. Karpen, Jr., Vice President Tel: (215) 553-3126 Fax: (215) 553-4899
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Loans and Commitment 3.75% |
364-Day Loan and 364-Day Commitment 3.3333336000% |
4-Year Loan and 4-Year Commitment 3.9393938182% |
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For Administrative/Operations Matters: Mellon Bank, N.A. 3 Mellon Bank Center, 12th Floor Pittsburgh, PA 15259 Attn: Sannford Richards Tel: (412) 234-8285 Fax: (412) 209-6118 Wire Transfer Instructions: Fed Wire #: 990873800 Mellon Bank, N.A. ABA #: 043-000-261 Re: Wellman, Inc. Attn: Sannford Richards |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: Banca Monte dei Paschi di Siena S.p.A. 55 East 59th Street New York, NY 10022 Attn: Nick Kanaris, Vice President Tel: (212) 891-3655 Fax: (212) 891-3661 E-mail: mpsnyb@compuserve,com
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Loans and Commitment 2.50% |
364-Day Loan and 364-Day Commitment 2.2222224000% |
4-Year Loan and 4-Year Commitment 2.6262625455% |
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For Administrative/Operations Matters: Banca Monte dei Paschi di Siena S.p.A. 55 East 59th Street New York, NY 10022 Attn: Mei Tam Tel: (212) 891-3649 Fax: (212) 891-3661 Wire Transfer Instructions: The Chase Manhattan Bank ABA #: 021000021 Further Credit: Banca Monte dei Paschi di Siena S.p.A. Account #: 544-7-78865 Re: Wellman |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: The Chase Manhattan Bank 270 Park Avenue, 33th Floor New York, NY 10017 Attn: Lawrence Palumbo, Vice President Tel: (212) 270-7525 Fax: (212) 270-7939 E-mail: lawrence.palumbo@chase,com
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Loans and Commitment 10.75% |
364-Day Loan and 364-Day Commitment 11.1111112000% |
4-Year Loan and 4-Year Commitment 10.5858585455% |
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For Administrative/Operations Matters: The Chase Manhattan Bank 1 Chase Manhattan Plaza, 8th Floor New York, NY 10081 Attn: Tanya Mitchell Tel: (212) 552-7206 Fax: (212) 552-5777 For Bid Loans: The Chase Manhattan Bank 270 Park Avenue, 8th Floor New York, NY 10017 Attn: Frank Angelico Tel: (212) 834-4434 Fax: (212) 834-6160 Wire Transfer Instructions: The Chase Manhattan Bank ABA #: 021000021 Attn: Vicky Taler Re: Wellman, Inc. |
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Name of LENDER, address for notices and Instructions for Wire Transfers |
Pro Rata Share |
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For Credit Matters: Hibernia National Bank 313 Carondelet Street New Orleans, LA 70130 Attn: Nancy Moragas, Assistant Vice President Tel: (504) 533-2863 Fax: (504) 533-5434 E-mail: nmoragas@hiberniabank,com
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Loans and Commitment 2.50% |
364-Day Loan and 364-Day Commitment 8.00% |
4-Year Loan and 4-Year Commitment 0% |
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For Administrative/Operations Matters: Hibernia National Bank 313 Carondelet Street New Orleans, LA 70130 Attn: Debbie Lee, Assistant Account Representative Tel: (504) 533-5395 Fax: (504) 533-5434 Wire Transfer Instructions: Hibernia National Bank New Orleans, LA ABA: 065-000-090 Further Credit: Energy/Maritime Wire No. 0600-36615 Attn: Debbie Lee Re: Wellman, Inc. |
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