EXHIBIT 10.2
THIRTEENTH AMENDMENT TO FOURTH
AMENDED AND
RESTATED REVOLVING CREDIT AND
SECURITY AGREEMENT
T HIS T HIRTEENTH A MENDMENT TO F
OURTH A MENDED AND R ESTATED R EVOLVING C REDIT AND S ECURITY A GREEMENT (the “Amendment”) is made this
day of June, 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 and (xiv) certain Letter
Agreement, dated as of May 5, 2005, among Borrowers, Agent and
Lenders.
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:
(i) Upon the Effective Date (as
defined below), Section 2.1(a) of the Loan Agreement shall be
deleted in its entirety and replaced as follows:
(a) Subject to the terms and
conditions set forth in this Agreement, including, without
limitation, Section 2.1(b), each Lender, severally and not jointly,
agrees to make Revolving Advances to Borrowers in accordance with
the procedures provided for herein in an aggregate amount
outstanding at any time not greater than such Lender’s
Commitment Percentage of the Borrowing Base (as defined below)
minus the undrawn or unreimbursed amount of outstanding
Letters of Credit unless Borrowers have deposited with Agent cash
collateral in such amounts and in accordance with Section 3.2. For
purposes hereof, “Borrowing Base” shall mean the lesser
of (x) the Maximum Revolving Advance Amount or (y) the sum
of:
(i) up to 85%, subject to the
provisions of Section 2.1(b) hereof (“Receivables Advance
Rate”), of
