EXHIBIT 10.32
JOINDER
Radnor Delaware, Inc., a Delaware corporation, hereby joins in the Second
Amended and Restated Revolving Credit and Security Agreement dated as of October
15, 1997 ("Loan Agreement") between WinCup Holdings, Inc., Radnor Chemical
Corporation (formerly SP Acquisition Co.), StyroChem U.S., Inc. (formerly
StyroChem International, Inc.), Radnor Holdings Corporation (collectively,
"Borrowers"), the financial institutions which are or became parties thereto
(collectively, "Lenders") and BNY Financial Corporation as administrative and
collateral agent for the Lenders (in such capacity, "Agent"), and agrees to
become jointly and severally liable for all of the Obligations (as defined in
the Loan Agreement) of the Borrowers thereunder and under any other agreement
between Borrowers, Agent and Lenders. Radnor Delaware, Inc. also hereby joins
in the European Supplement (as defined in the Loan Agreement) as one of the U.S.
Guarantors referenced therein and agrees to become jointly and severally liable
for the obligations of the U.S. Guarantors thereunder and under any other
agreement between U.S. Guarantors and the lenders acting under the European
Supplement. Without limiting the generality of the foregoing, in order to secure
the prompt payment and performance to Agent and Lenders of the Obligations,
Radnor Delaware hereby assigns, pledges and grants to Agent a continuing
security interest in and to all of its Collateral (as defined in the Loan
Agreement), whether now owned or existing or hereafter acquired or arising and
wheresoever located. The undersigned further agrees to deliver to Agent each of
the documents described on Exhibit A hereto.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Radnor
Delaware, Inc. has duly executed this Joinder as of the 9th day of February,
1998.
RADNOR DELAWARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President
Exhibit A
(1) Schedules to the Loan Agreement and European Supplement updated to
reflect the joinder of Radnor Delaware as an additional Borrower thereto and
additional U.S. Guarantor, respectively.
(2) A copy of resolutions in form and substance reasonably satisfactory to
Agent, of the Board of Directors of Radnor Delaware authorizing the execution,
delivery and performance of the Joinder, the Loan Agreement and the granting
Liens upon its Collateral, each certified by the Secretary or an Assistant
Secretary of Radnor Delaware as of the date of this Joinder.
(3) A copy of the Articles or Certificate of Incorporation of Radnor
Delaware, and all amendments thereto, certified by the Secretary of State or
other appropriate official of its jurisdiction of incorporation together with
copies of the By-Laws of Radnor Delaware certified as accurate and complete by
the Secretary or an Assistant Secretary of Radnor Delaware.
(4) Good standing certificates for Radnor Delaware dated not more than
thirty (30) days prior to the date of this Joinder, issued by the Secretary of
State or other appropriate official of Radnor Delaware's jurisdiction of
incorporation and each jurisdiction where the conduct of Radnor Delaware's
business activities or the ownership of its properties necessitates
qualification.
(5) Executed legal opinion of Duane, Morris & Heckscher, counsel to Radnor
Delaware, in form and substance satisfactory to Agent regarding the due
authorization, enforceability and validity of the joinder and the transactions
contemplated herein.
(6) Executed UCC-1 Financing Statements.
