Guaranty And Negative Pledge Agreement

EXHIBIT 10.8

Execution Version

GUARANTY AND NEGATIVE PLEDGE AGREEMENT This GUARANTY AND NEGATIVE PLEDGE AGREEMENT (this " Guaranty" ), dated as of April 4, 2006 is executed and delivered by MICHAEL T. KENNEDY (" Guarantor" ), in favor of Tennenbaum Capital Partners, LLC, a Delaware limited liability company, as agent and collateral agent for the below-defined Lenders (in such capacity, " Agent" ) and the below-defined Lenders, in light of the following:

WHEREAS , Radnor Holdings Corporation, a Delaware corporation (the " Company" ), each of the Company' s Subsidiaries identified on the signature pages of the Credit Agreement as a Guarantor, the Lenders party thereto from time to time (the " Lenders" ), and Agent are parties to that certain Credit Agreement, dated as of December 1, 2005 (as amended through the date hereof, the " Credit Agreement" ; capitalized terms used but not defined herein shall have the respective meanings given thereto in the Credit Agreement);

WHEREAS , contemporaneously herewith, the Company, the Guarantors party thereto, the Lenders and the Agent are entering into that certain Amendment No. 1 to Credit Agreement (" Amendment No. 1" ) of even date herewith, pursuant to which the Lenders will agree, subject to the terms and conditions thereof, to make Tranche C Loans to the Company in an aggregate principal amount not to exceed $23,500,000 (the " Tranche C Loans" );

WHEREAS , Guarantor is the majority shareholder of Company and, as such, will benefit by virtue of the financial accommodations extended to Company by the Agent and the Lenders; and

WHEREAS , in order to induce the Agent and the Lenders to enter into Amendment No. 1 and the other Operative Documents and to make the Tranche C Loans to the Company pursuant to Amendment No. 1 and the Credit Agreement, and in consideration thereof, and in consideration of any loans or other financial accommodations heretofore or hereafter extended by the Lenders and the Agent to the Company, whether pursuant to the Credit Agreement or otherwise, Guarantor has agreed to guaranty the Guarantied Obligations.

NOW, THEREFORE , in consideration of the foregoing, Guarantor hereby agrees as follows:

1. Guaranty . Subject to the limitations set forth in Section 11 hereof, Guarantor hereby irrevocably guarantees to each Lender and the Agent, as a primary obligor and not merely as a surety the prompt payment in full, in Dollars, when due (whether at Stated Maturity, by acceleration, by mandatory or optional prepayment or otherwise, including amounts that would become due but for the operation of Section

362(a) of the Bankruptcy Code, 11 U.S.C. a7362(a)) of the principal of and interest on the Tranche C Loans (including, without limitation, interest on any overdue principal and, to the extent permitted by applicable law, on any overdue interest and on payment of additional amounts described in Sections 4(r) , (s) and (t) of the Credit Agreement and all other amounts from time to time owing by the Company under the Credit Agreement in respect of the Tranche C Loans or the Tranche C Notes (including, without limitation, interest, indemnities, costs, expenses and taxes, in each case whether or not a claim is allowed for such amounts in any bankruptcy case) (such payments being herein collectively called the " Guaranteed Obligations" ). Subject to the limitations set forth in Section 11 hereof, Guarantor hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations, Guarantor will (x) promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or purchase or otherwise) in accordance with the terms of such extension or renewal and (y) pay to each Lender such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such Lender' s rights under the Credit Agreement and the other Operative Documents with respect to the payment of such Guaranteed Obligations, including, without limitation, reasonable counsel fees. This Guaranty is irrevocable and unconditional in nature and is made with respect to any Guaranteed Obligations now existing or in the future arising. The Guarantor' s liability under the Credit Agreement shall continue until the earlier of (i) full satisfaction of all Guaranteed Obligations and (ii) the date on which, by virtue of subclause (A) of the first sentence of Section 11 hereof, Guarantor shall have no liability hereunder. This Guaranty is a guarantee of due and punctual payment and is not merely a guarantee of collection. 2. Acknowledgments, Waivers and Consents.

(A) Guarantor acknowledges that the obligations undertaken by him under the Credit Agreement involve the guarantee of obligations of Persons other than himself and that the obligations of the Guarantor under Section 1 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Credit Agreement or any of the other Operative Documents or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances, to the fullest extent permitted by Applicable Law. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Applicable Law, the occurrence of any one or more of the following shall not alter or impair the liability of Guarantor hereunder, which shall remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


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(ii) any of the acts mentioned in any of the provisions of any of the Operative Documents or any other agreement or instrument referred to in the Operative Documents shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Operative Documents or any other agreement or instrument referred to in the Operative Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, Lenders, the Agent and/or the Collateral Agent (each, a " Lender Party" and collectively, the " Lender Parties" ) as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or

(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of Guarantor).

(B) Guarantor expressly waives, for the benefit of the Lenders, all set-offs and counterclaims and all presentments, demands for payment, notices of nonpayment, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of the Credit Agreement or of the existence, creation, incurring or assumption of new or additional Guaranteed Obligations. Guarantor further expressly waives the ben ...