EXHIBIT 10.44
EUROPEAN
REVOLVING NOTE
$4,000,000.00 December 29, 1999
This European Revolving Note is executed and delivered under and pursuant
to the terms of that certain Third 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,
Inc., Radnor Chemical Corporation, Radnor Holdings Corporation, Radnor Delaware,
Inc., StyroChem U.S., Ltd., StyroChem Delaware, Inc., and WinCup Texas, Ltd.
(each, a "U.S. Borrower" and jointly and severally, the "U.S. Borrowers"), and
StyroChem Europe (The Netherlands) B.V., StyroChem Finland OY, ThermiSol Denmark
A/S, ThermiSol Finland OY and ThermiSol Sweden AB (each a "European Borrower"
and jointly and severally, the "European Borrowers"; the European Borrowers
together with the U.S. Borrowers, each a "Borrower" and collectively, the
"Borrowers"), the financial institutions named therein and the financial
institutions which hereafter become a party thereto (collectively, the
"Lenders") and Bank of America, N.A. as administrative and collateral agent for
the Lenders (in such capacity, the "Agent"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Loan Agreement.
FOR VALUE RECEIVED, the European Borrowers jointly and severally hereby
promise to pay to the order of FIRST UNION NATIONAL BANK (the "Bank"), at
Agent's offices located at 000 X. Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
or at such other place as the holder may from time to time designate to Borrower
in writing:
(i) the principal sum of FOUR MILLION DOLLARS ($4,000,000.00) or, if
different from such amount, the unpaid principal balance of the Bank's
Commitment Percentage of European 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 in 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 the European Revolving 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 shall be construed and enforced in accordance with the laws of
the State of New York.
Each 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, together with the other European Revolving Notes executed and
delivered under and pursuant to the terms of the Loan Agreement, amends and
restates in its entirety, and is issued in full substitution and replacement for
(but not satisfaction of), each European Note executed and delivered under and
pursuant to the terms of the Existing Loan Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of December,
1999.
STYROCHEM EUROPE (THE
NETHERLANDS), B.V.
STYROCHEM FINLAND OY
THERMISOL DENMARK A/S
THERMISOL FINLAND OY
THERMISOL SWEDEN AB
By:/s/ X. Xxxxxxxxx Hastings
____________________________________
Name: X. Xxxxxxxxx Xxxxxxxx
__________________________________
Title: Director, Authorized Rep. of each of the
foregoing (or, if applicable, its general
partner)
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