EXHIBIT 10.2



FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT



THIS FIFTH AMENDMENT TO FOURTH AMENDED AND
RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the Amendment) is made this 27th day of October,
2003, by and 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 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, Fleet Capital Corporation
(Fleet), as Documentation Agent and Lenders (defined below).



BACKGROUND



A. On December 26, 2001,
Borrowers, the financial institutions which are now or which hereafter become a party hereto (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 and Agent 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 and (v) certain Fourth Amendment to Revolving Credit, Term Loan and Security Agreement dated September 12, 2003.



C. The Borrowers have requested and the Agent has agreed to modify certain definitions, terms and conditions in the Loan
Agreement as provided herein.



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:





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1. Section VI of the Loan Agreement shall be amended as follows:



(a) Effective on the date of this Amendment, Section 6.5
shall be deleted in its entirety and replaced with the following:



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 a single quarter for the quarter ended September 30, 2003, based on two quarters for the quarter ended December 31, 2003, based on three quarters for the quarter ended March 31, 2004 and thereafter based on the most recent four
fiscal quarters then ended (for purposes of calculating the Fixed Charge Coverage Ratio for quarters ending on or before June 30, 2004, the amount of interest expense attributable to the Senior Notes and the Second 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:



|Period                            |  | Fixed Charge Coverage Ratio
|--------------------------------- |  | ---------------------------
|September 30, 2003                |  | 0.75 to 1;                 
|December 31, 2003                 |  | 1.10 to 1;                 
|March 31, 2004                    |  | 1.00 to 1;                 
|June 30, 2004                     |  | 1.05 to 1; and             
|September 30, 2004 and thereafter |  | 1.15 to 1.                 



(b)
Effective on the date of this Amendment, Section 6.6 shall be deleted in its entirety and replaced with the following:



6.6. Funded Debt to EBITDA Ratio. Cause to be maintained a Funded Debt to EBITDA Ratio for Radnor on a Consolidated Basis to be calculated
at the end of each fiscal quarter based on a single quarter for the quarter ended September 30, 2003, based on two quarters for the quarter ended December 31, 2003, based on three quarters for the quarter ended March 31, 2004 and thereafter based on
the most recent four fiscal quarters then ended (using an annualized calculation of EBITDA for quarters ending on or before June 30, 2004) not greater than the amounts set forth below for the periods set forth below:



|Period                                                     |  | Funded Debt toEBITDA Ratio
|---------------------------------------------------------- |  | --------------------------
|September 30, 2003                                         |  | 6.75 to 1;                
|December 31, 2003                                          |  | 5.20 to 1;                
|March 31, 2004                                             |  | 5.50 to 1;                
|June 30, 2004                                              |  | 5.25 to 1;                
|September 30, 2004 and December 31, 2004                   |  | 4.50 to 1;                
|March 31, 2005 and each quarter through September 30, 2005 |  | 4.25 to 1; and            
|December 31, 2005 and each quarter thereafter              |  | 3.75 to 1.                



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2. Applicable Margin. Effective on the date of this Amendment and continuing through and including
March 31, 2004, the Fixed Charge Coverage Ratio shall be deemed to be less than 1.15:1 for purposes of determining the Applicable Margin.



3. Representations and Warranties. Each Borrower hereby:



(a) reaffirms all representations and warranties made to Agent and Lenders under the Agreement and all of the other Existing Financing
Agreements and confirms that all are true and correct as of the date hereof;



(b) reaffirms all of the covenants contained in the Agreement and covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders, of whatever nature and whenever
incurred, are satisfied and/or released by Agent and Lenders;



(c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements other than financial covenant defaults which have been cured by this
Amendment;



(d) represents and warrants that
it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary corporate action and that the officers executing this Amendment on its behalf were similarly
authorized and empowered, and that this A mendment does not contravene any provisions of its Articles of Incorporation and By- laws or of any contract or agreement to which it is a party or by which any of its properties are bound; and



(e) represents and warrants that this Amendment and all
assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms.



4. Effectiveness Conditions. This Amendment shall be effective upon satisfaction and completion of the following
conditions (all documents to be in form and substance satisfactory to Agent and Agents counsel):



(a) Agent shall have received an executed original of this Amendment; and



(b) Agent shall have received all fees which are payable to Agent or to the Lenders as required by the Loan
Agreement, this Amendment or any fee letter entered into by Borrowers and Agent.





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5. Further Assurances and Affirmative Covenant. Each Borrower hereby agrees to take all such
actions and to execute and/or deliver to Agent and Lenders all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this
Amendment.



6. Payment of Expenses. Borrowers shall pay
or reimburse Agent and Lenders for reasonable attorneys fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.



7. Reaffirmation of Loan Agreement. Except as modified by the terms
hereof, all of the terms and conditions of the Loan Agreement, as amended, and all other of the Existing Financing Agreements are hereby reaffirmed and shall continue in full force and effect as therein written. As security for the payment of the
Obligations, and satisfaction by Borrowers of all covenants and undertakings contained in the Existing Financing Documents, each Borrower hereby confirm its prior grant to Agent of a continuing first lien on and security interest in, upon and to all
of such Borrowers now owned or hereafter acquired, created or arising Collateral.



8. Miscellaneous.



(a) Third Party Rights. No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.



(b) Headings. The headings of any paragraph of this
Amendment are for convenience only and shall not be used to interpret any provision hereof.



(c) Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and
signed on behalf of the party against whom enforcement is sought.



(d) Governing Law. The terms and conditions of this Amendment shall be governed by the laws of the Commonwealth of Pennsylvania.



(e) Counterparts. This Amendment may be executed in any number of counterparts and by facsimile, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.



[SIGNATURES TO FOLLOW ON SEPARATE PAGES]



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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly
authorized officers as of the date first above written.



WINCUP HOLDINGS, INC.By:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerRADNOR CHEMICAL CORPORATIONBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerSTYROCHEM U.S., LTD.By:

StyroChem GP, LLC, its General PartnerBy:

Radnor Chemical Corporation, its Sole MemberBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerRADNOR HOLDINGS CORPORATIONBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerRADNOR DELAWARE II, INC.By:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerSTYROCHEM DELAWARE, INC.By:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, Treasurer




Signature Page
to Fifth Amendment to

Fourth Amended and Restated Revolving Credit, Term Loan and Security Agreement



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WINCUP TEXAS, LTD.By:

WinCup GP, LLC, its General PartnerBy: WinCup Holdings, Inc., its Sole MemberBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerSTYROCHEM GP, L.L.C.By:

Radnor Chemical Corporation, its Sole MemberBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerSTYROCHEM LP, L.L.C.By:

Radnor Chemical Corporation, its Sole MemberBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerWINCUP GP, L.L.C.By:

WinCup Holdings, Inc. its Sole MemberBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, TreasurerWINCUP LP, L.L.C.By:

WinCup Holdings, Inc. its Sole MemberBy:

/s/    R. Radcliffe HastingsR. Radcliffe Hastings, Sr. Vice President, Treasurer




Signature Page to Fifth Amendment to

Fourth Amended and Restated Revolving Credit, Term Loan and Security
Agreement



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Agents:PNC BANK, NATIONAL ASSOCIATION,as AgentBy:

/s/    Janeann
FehrleJaneann Fehrle, Vice PresidentPNC BANK, NATIONAL ASSOCIATION,as Lead Arranger and Administrative AgentBy:

/s/    Janeann
FehrleJaneann Fehrle, Vice PresidentFLEET CAPITAL CORPORATION,as Documentation AgentBy:

/s/    Robert
AnchundiaName:

Robert AnchundiaTitle:

Vice PresidentLenders:PNC BANK, NATIONAL ASSOCIATION,as LenderBy:

/s/    Janeann
FehrleJaneann Fehrle, Vice PresidentCommitment Percentage: 33.3333%FLEET CAPITAL CORPORATION, as LenderBy:

/s/    Robert
AnchundiaName:

Robert AnchundiaTitle:

Vice PresidentCommitment Percentage: 27.7777%




Signature Page to Fifth Amendment to

Fourth Amended and Restated Revolving Credit, Term Loan and Security
Agreement



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LASALLE BUSINESS CREDIT, LLC,as LenderBy:

/s/    Ellen T. CookName:

Ellen T. CookTitle:

Vice PresidentCommitment Percentage: 27.7777%FIFTH THIRD BANK,as LenderBy:

/s/    Donald K. MitchellName:

Donald K. MitchellTitle:

Vice PresidentCommitment Percentage: 27.7777%




Signature Page to Fifth Amendment to

Fourth Amended and Restated Revolving Credit, Term Loan and Security
Agreement



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