EXHIBIT 10.8 

 

**AFFIRMATION OF GUARANTY AGREEMENT**

 

Reference is made to that certain Fourth Amended and Restated Revolving Credit and Security Agreement dated December 26, 2001, among WinCup Holdings,Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Holdings Corporation, Radnor Delaware II, Inc., StyroChem Delaware, Inc., WinCup Texas, Ltd., StyroChem G.P., L.L.C., StyroChem L.P., L.L.C., WinCup G.P., L.L.C., WinCup L.P., L.L.C.,(each individually a “Borrower” and collectively, “Borrowers”) and PNC Bank, National Association, as administrative agent and lead arranger (“Agent”), for itself and the financial institutions which are now or whichhereafter become a party thereto (individually, a “Lender” and collectively, the “Lenders”) and Fleet Capital Corporation, as documentation agent (as amended by that certain First Amendment to Fourth Amended and RestatedRevolving Credit, Term Loan and Security Agreement, dated February 4, 2002, letter agreement, dated March 21, 2002, Second Amendment to Fourth Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 5, 2003, ThirdAmendment to Fourth Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 1, 2003, Fourth Amendment to Fourth Amended and Restated Revolving Credit, Term Loan and Security Agreement dated September 12, 2003, FifthAmendment to Fourth Amended and Restated Revolving Credit, Term Loan and Security Agreement dated October 27, 2003, Sixth Amendment Fourth Amended and Restated to Revolving Credit, Term Loan and Security Agreement dated November 17, 2003 and SeventhAmendment to Fourth Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 12, 2004, collectively, the “Credit Agreement”). 

 

Pursuant to the terms of the Credit Agreement, Agent, and Lenders made available to Borrowers an original revolving creditfacility in the amount of Thirty-Five Million Dollar ($35,000,000), which was increased to Fifty-Five Million Dollars ($55,000,000), a term loan in the amount of Forty-Five Million Dollars ($45,000,000) and a first supplemental term loan in theamount of Five Million Dollars ($5,000,000). On December 26, 2001, the undersigned executed and delivered to Agent for the benefit of Lenders an Amended and Restated Guaranty Agreement whereby undersigned unconditionally guaranteed, interalia, all present and future obligations and liabilities of each Borrower to Agent and/or Lenders, each of which were reaffirmed on March 5, 2003, November 17, 2003 and March 12, 2004 (collectively, the “Guaranty Agreement”).

 

Borrowers have requested and Agent and Lenders have agreedpursuant to the terms of that certain Eighth Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement (the “Seventh Amendment”) among Borrowers, Agent, and Lenders dated the date hereof, to amend certain terms andconditions set forth in the Credit Agreement. 

 

The undersignedhereby (i) acknowledges that undersigned has read the terms and conditions of the Eighth Amendment, (ii) consents to the terms and conditions of the Eighth Amendment and (iii) agrees that its Guaranty Agreement shall continue in full force andeffect 

 

and shall continue to cover all Obligations (as defined in the Credit Agreement), in accordance with the terms of the Guaranty Agreement, as affirmed hereby.

 

Dated: April 27, 2004 

 
**RADNOR MANAGEMENT, INC.**By: /s/    MICHAEL V.VALENZA          **Michael V. Valenza, Sr. Vice President of Finance**