Ninth Amendment


 EXHIBIT 10.1 
  
 NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED  
 REVOLVING CREDIT AND SECURITY AGREEMENT  
  
 THIS NINTH AMENDMENT TO FOURTH AMENDED AND
RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the “Amendment”) is made this 27th day of September, 2004, 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 (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 and (ix) certain Eighth Amendment to Revolving
Credit, Term Loan and Security Agreement dated April 27, 2004. 
  
 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. Section I of the Loan Agreement shall be amended as follows: 
  
 (a) The definitions of “Maximum Loan Amount” and
“Maximum Revolving Advance Amount” shall be deleted in their entirety and replaced as follows: 
  
 “Maximum Loan Amount” shall mean Sixty Five Million Dollars ($65,000,000). 
  
 “Maximum Revolving Advance Amount” shall
mean Sixty Five Million Dollars ($65,000,000). 
  
 2. Section
2.1(a)(y)(iii) shall be deleted in its entirety and replaced as follows: 
  
 (iii) the lesser of (x) $35,000,000 or (y) up to 60%, subject to the provisions of Section 2.1(b) hereof (“Inventory Advance Rate”), of Eligible Inventory of Borrowers (the Receivables Advance Rate,
the Canadian Receivables Advance Rate and the Inventory Advance Rate shall be referred to, collectively, as the “Advance Rates”), minus 
  
 3. Section VI of the Loan Agreement shall be amended as follows: 
  

(a) 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 four fiscal quarters then ended (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: 
  

			
	 Period

	  	 Fixed Charge Coverage Ratio


	 September 30, 2004
	  	 1.00 to 1.00;

	 December 31, 2004
	  	 1.00 to 1.00;

	 March 31, 2005
	  	 1.10 to 1.00;

	 June 30, 2005
	  	 1.10 to 1.00;

	 September 30, 2005 and each quarter thereafter
	  	 1.15 to 1.


  

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 (b) Section 6.6 shall be deleted in its entirety and replaced as follows: 
  
 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 the most recent four fiscal quarters then ended not greater than the amounts set forth below for the periods set forth below:

  

			
	 Period

	  	 Funded Debt to
 EBITDA
Ratio


	 September 30, 2004
	  	7.90 to 1;
	 December 31, 2004
	  	7.60 to 1;
	 March 31, 2005
	  	7.60 to 1;
	 June 30, 2005
	  	7.20 to 1;
	 September 30, 2005
	  	6.20 to 1;
	 December 31, 2005
	  	5.25 to 1;
	 March 31, 2006
	  	5.00 to 1;
	 June 30, 2006
	  	4.50 to 1;
	 September 30, 2006
	  	4.25 to 1;
	 December 31, 2006
	  	4.00 to 1; and
	 March 31, 2007 and each quarter thereafter
	  	3.75 to 1.

  
 4. Representations
and Warranties. Each Borrower hereby: 
  
 (a) reaffirms all
representations and warranties made to Agent and Lenders under the Loan 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 Loan Agreement, as
amended hereby, 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; 
  
 (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, partnership or limited liability company
action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement
to which it is a party or by which any of its properties are bound; and 
  

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 (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. 
  
 5. Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon satisfaction of the following conditions precedent (all
documents to be in form and substance satisfactory to Agent and Agent’s counsel): 
  
 (a) Agent shall have received all fees which are due and 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; 
  
 (b) Each Lender shall have received a fully executed copy of its revolving
credit note; and 
  
 (c) Agent shall have received such other
documents as required by Agent in its sole discretion. 
  
 6.
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; 
  
 7. Payment of Expenses. Borrowers shall pay or reimburse Agent and Lenders for their 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. 
  
 8. Reaffirmation of Loan Agreement. Except as modified by the terms hereof, all of the terms and conditions of the Loan Agreement and all other of
the Existing Financing Agreements are hereby reaffirmed and shall continue in full force and effect as therein written. 
  
 9. 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. 
  

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 (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 begin on next page] 
  

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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. 
  

			
	 RADNOR CHEMICAL CORPORATION

	 STYROCHEM DELAWARE, INC.

	 RADNOR DELAWARE II, INC.

	 STYROCHEM GP, LLC

	   By:
	 	 Radnor Chemical Corporation,
 its Sole Member

	 STYROCHEM LP, LLC

	   By:
	 	 Radnor Chemical Corporation,
 its Sole Member

	 STYROCHEM U.S., LTD.,

	   By:
	 	 StyroChem GP, LLC, its General Partner

	     By:
	 	 Radnor Chemical Corporation,
 its Sole Member

		
	 By:
	 	 /s/ R. Radcliffe Hastings


	 	 	 R. Radcliffe Hastings, Executive Vice President

	
	 RADNOR HOLDINGS CORPORATION

	 WINCUP HOLDINGS, INC.

	 WINCUP GP, LLC

	   By:
	 	 WinCup Holdings, Inc.,

	 	 	 its Sole Member

	 WINCUP LP, LLC

	   By:
	 	 WinCup Holdings, Inc.

	 	 	 its Sole Member

	 WINCUP TEXAS, LTD.

	   By:
	 	 WinCup GP, LLC
 its General Partner

	     By:
	 	 WinCup Holdings, Inc.
 its Sole Member

		
	 By:
	 	 /s/ R. Radcliffe Hastings


	 	 	 R. Radcliffe Hastings, Executive Vice President



  

 Signature Page 1 of 3 








			
	Agents:
	PNC BANK, NATIONAL ASSOCIATION,
	as Lead Arranger and Administrative Agent
		
	 By:
	 	 /s/ Janeann Fehrle


	 	 	 Janeann Fehrle, Vice President

	
	FLEET CAPITAL CORPORATION,
	as Documentation Agent
		
	 By:
	 	 /s/ Robert Anchundia


	 	 	 Robert Anchundia, Vice President

	
	Lenders:
	PNC BANK, NATIONAL ASSOCIATION,
	as Lender
		
	 By:
	 	 /s/ Janeann Fehrle


	 	 	 Janeann Fehrle, Vice President

	 	 	 Commitment Percentage: 33.3333%

	
	FLEET CAPITAL CORPORATION,
	as Lender
		
	 By:
	 	 /s/ Robert Anchundia


	 	 	 Robert Anchundia, Vice President

	 	 	 Commitment Percentage: 27.7778%



  

 Signature Page 2 of 3 








			
	LASALLE BUSINESS CREDIT, LLC,
	as Lender
		
	By:	 	 /s/ Herbert M. Kidd II


	 	 	Herbert M. Kidd II, Senior Vice President
	 	 	Commitment Percentage: 27.7778%
	
	FIFTH THIRD BANK,
	as Lender
		
	By:	 	 /s/ Donald K. Mitchell


	 	 	Donald K. Mitchell, Vice President
	 	 	Commitment Percentage: 11.1111%


  

 Signature Page 3 of 3