EXHIBIT 10.1
FOURTEENTH AMENDMENT TO FOURTH
AMENDED AND
RESTATED REVOLVING CREDIT AND
SECURITY AGREEMENT
T HIS F OURTEENTH A MENDMENT TO F
OURTH A MENDED AND R ESTATED R EVOLVING C REDIT AND S ECURITY A GREEMENT (the “Amendment”) is made this
15 th day of August, 2005, by and among
WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S.,
Ltd., Radnor Holdings Corporation (“Radnor”), Radnor
Delaware II, Inc., StyroChem Delaware, Inc., WinCup Texas, Ltd.,
StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., and
WinCup LP, L.L.C. (each individually a “Borrower” and
collectively, “Borrowers”), and PNC Bank, National
Association (“PNC”), as Lead Arranger and
Administrative Agent (defined below), Fleet Capital Corporation
(“Fleet”), as Documentation Agent (defined below) and
Lenders (defined below).
BACKGROUND
A. On December 26, 2001,
Borrowers, the financial institutions which are now or which
hereafter become a party thereto (individually, a
“Lender” and collectively, the “Lenders”),
and PNC, as agent for Lenders (PNC in such capacity, the
“Agent”) entered into a certain Fourth Amended and
Restated Revolving Credit and Security Agreement (as amended,
modified, renewed, extended, replaced or substituted from time to
time, the “Loan Agreement”) to reflect certain
financing arrangements between the parties thereto. The Loan
Agreement and all other documents executed in connection therewith
are collectively referred to as the “Existing Financing
Agreements.” All capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Loan
Agreement. In the case of a direct conflict between the provisions
of the Loan Agreement and the provisions of this Amendment, the
provisions hereof shall prevail.
B. Borrowers, Agent and Lenders
modified certain definitions, terms and conditions contained in the
Loan Agreement pursuant to that (i) certain First Amendment to
Revolving Credit and Security Agreement dated February 4, 2002
to facilitate the execution of a Commitment Transfer Supplement by
and between Lenders and Fleet Capital Corporation,
(ii) certain Letter Agreement, dated as of March 21,
2002, among Borrowers, Agent and Lenders, (iii) certain Second
Amendment to Revolving Credit, Term Loan and Security Agreement
dated March 5, 2003, (iv) certain Third Amendment to
Revolving Credit, Term Loan and Security Agreement dated
August 1, 2003, (v) certain Fourth Amendment to Revolving
Credit, Term Loan and Security Agreement dated September 12,
2003, (vi) certain Fifth Amendment to Revolving Credit, Term
Loan and Security Agreement dated October 27, 2003,
(vii) certain Sixth Amendment to Revolving Credit, Term Loan
and Security Agreement dated November 17, 2003,
(viii) certain Seventh Amendment to Revolving Credit, Term
Loan and Security Agreement dated March 12, 2004,
(ix) certain Eighth Amendment to Revolving Credit, Term Loan
and Security Agreement dated April 27, 2004, (x) certain
Ninth Amendment to Revolving Credit and Security Agreement dated
September 27, 2004, (xi) certain Tenth Amendment to
Fourth Amended and Restated Revolving Credit and Security Agreement
dated February 15, 2005, (xii) certain Eleventh Amendment
to Fourth Amended and Restated Revolving Credit and Security
Agreement dated March 30, 2005, (xiii) certain Twelfth
Amendment to Fourth
Amended and Restated Revolving Credit and
Security Agreement dated April 8, 2005; (xiv) certain
Letter Agreement, dated as of May 5, 2005, among Borrowers,
Agent and Lenders; and (xv) certain Thirteenth Amendment to
Fourth Amended and Restated Revolving Credit and Security Agreement
dated June 13, 2005.
C. The Borrowers have requested and
the Agent has agreed to modify certain definitions, terms and
conditions in the Loan Agreement.
D. The parties have agreed, subject
to the terms and conditions of this Amendment, to modify and amend
the Existing Financing Agreements.
NOW THEREFORE, with the foregoing
background hereinafter deemed incorporated by reference herein and
made part hereof, the parties hereto, intending to be legally
bound, promise and agree as follows:
1. Upon the Effective Date, the Loan
Agreement shall be amended as follows:
(i) The definitions of “
Contract Rate ”, “ Fixed Charge Coverage
Ratio ” and “ Revolving Interest Rate
” contained in Section I shall be deleted in their entirety
and replaced as follows:
“ Contract Rate ”
shall mean the Revolving Interest Rate.
“ Fixed Charge Coverage
Ratio ” for any period shall mean with respect to any
fiscal period the ratio of (a) EBITDA minus unfinanced
capital expenditures and all distributions and dividends made
during such period to (b) all Debt Payments made during such
period. For purposes of this calculation, (i) amounts received
by Lenders during any quarter, and from the end of such quarter to
the date on which financial statements for such quarter are
delivered to the Lenders pursuant to Section 9.8 hereof, from
one or more Capital Events and applied to reduce Revolving Advances
not to exceed the amount of such unfinanced capital expenditures,
shall reduce the amount of unfinanced capital expenditures
subtracted from EBITDA for such quarter and, without double
counting, for any subsequent quarter, and (ii) Borrowers shall
be entitled to allocate up to $14,000,000 against unfinanced
capital expenditures for fiscal year 2005 from proceeds received
from one or more Capital Events. Borrowers shall be permitted to
allocate towards unfunded capital expenditures for fiscal years
2005 and 2006 an additional amount up to the amount of proceeds
received in connection with one or more Capital Events occurring
after August 1, 2005 not to exceed $20,000,000.
“ Revolving Interest
Rate ” shall mean an interest rate per annum equal to
(a) the Alternate Base Rate plus fifty (50) basis
points with respect to Advances that are Domestic Rate Loans or
(b) the sum of the Eurodollar Rate plus the Applicable
Margin with respect to Advances that are Eurodollar Rate
Loans.
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(ii) Section 6.5 of the Loan
Agreement shall be deleted in its entirety and replaced as
follows:
6.5. Fixed Charge Coverage
Ratio for Radnor on a Consolidated Basis .
Cause to be maintained a Fixed
Charge Coverage Ratio for Radnor on a Consolidated Basis to be
calculated at the end of each fiscal quarter, based on the most
recent: (i) two fiscal quarters then ended with respect to the
test period ending June 30, 2005; (ii) three fiscal
quarters then ended with respect to the test period ending
September 30, 2005; and (iii) most recent four fiscal
quarters then ended with respect to the test period ending
December 31, 2005 and for each test period thereafter (for
purposes of calculating the Fixed Charge Coverage Ratio, the amount
of interest expense attributable to the Senior Notes shall be equal
to one-quarter of the annual interest expense for each quarter
included in the test period) equal to or greater than the amounts
set forth below for the periods set forth below:
