EXHIBIT 10.42
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$15,000,000 New York, New York
December 5, 1996
This Amended and Restated Revolving Credit Note is executed and
delivered under and pursuant to the terms of that certain Amended and Restated
Revolving Credit and Security Agreement dated as of the date hereof (as amended,
supplemented or modified from time to time, the "Loan Agreement") by and among
WINCUP HOLDINGS, L.P., WINCUP HOLDINGS, INC., SP ACQUISITION CO., STYROCHEM
INTERNATIONAL, INC. and RADNOR HOLDINGS CORPORATION (collectively, the
"Borrowers"), THE BANK OF NEW YORK COMMERCIAL CORPORATION ("BNYCC"), the
financial institutions named therein and the financial institutions which
hereafter become a party thereto (BNYCC and each of the other financial
institutions, collectively, "Lenders") and BNYCC as administrative and
collateral agent ("Agent") for Lenders. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Loan Agreement.
FOR VALUE RECEIVED, the Borrowers jointly and severally hereby promise
to pay to the order of BNYCC, at Agent's offices located at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the holder may
from time to time designate to Borrower in writing:
(i) the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) or, if
different from such amount, the unpaid principal balance of BNYCC's Commitment
Percentage of Revolving Advances as may be due and owing under the Loan
Agreement, payable in accordance with the provisions of the Loan Agreement,
subject to acceleration upon the occurrence of an Event of Default under the
Loan Agreement, termination of the Loan Agreement pursuant to the terms thereof
or repayment as required by the Loan Agreement; and
(ii) interest on the principal amount of this Note from time to time
outstanding until such principal amount is paid in full at such interest rates
and at such times as are specified in the Loan Agreement. In no event, however,
shall interest hereunder exceed the maximum interest rate permitted by law.
Upon and after the occurrence of an Event of Default, and during the
continuation thereof, interest shall be payable at the Default Rate.
This Note is one of Revolving Credit Notes referred to in the Loan
Agreement and is secured, inter alia, by the liens granted pursuant to the Loan
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Agreement and the Other Documents, is entitled to the benefits of the Loan
Agreement and the Other Documents and is subject to all of the agreements, terms
and conditions therein contained.
This Note may be prepaid, in whole or in part, on the terms and
conditions set forth in the Loan Agreement.
This Note is being delivered in the State of New York and shall be
construed and enforced in accordance with the laws of such state.
Borrower expressly waives any presentment, demand, protest, notice of
protest, or notice of any kind except as expressly provided in the Loan
Agreement.
This Note amends and restates in its entirety and is issued in full
substitution and replacement for (but not satisfaction of) the Revolving Credit
Note dated as of January 22, 1996 issued by WinCup Holdings, L.P. to BNYCC in
the original principal sum of $14,000,000.
WINCUP HOLDINGS, L.P.
By: WINCUP HOLDINGS, INC., the
General Partner
By:[SIGNATURE APPEARS HERE]
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Title: President
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WINCUP HOLDINGS, INC.
By:[SIGNATURE APPEARS HERE]
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Title: President
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SP ACQUISITION CO.
By:[SIGNATURE APPEARS HERE]
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Title: President
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STYROCHEM INTERNATIONAL, INC.
By:[SIGNATURE APPEARS HERE]
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Title: President
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RADNOR HOLDINGS CORPORATION
By:[SIGNATURE APPEARS HERE]
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Title: President
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STATE OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )
On this 5th day of December, 1996, before me personally came Xxxxxxx X.
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is
the President of each of WinCup Holdings, Inc., Radnor Holdings Corporation, SP
Acquisition Co. and StyroChem International, Inc.; that WinCup Holdings,Inc. is
the general partner of WinCup Holdings, L.P., that each of the forgoing
companies executed the foregoing instrument; that he had authority to sign the
same and that he signed his name thereto as the act and deed of such partnership
and corporations by order of the board of directors of each corporation.
[SIGNATURE APPEARS HERE]
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NOTARY PUBLIC
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