Exhibit 4.14
Executed Copy
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RADNOR HOLDINGS CORPORATION
as Issuer,
WINCUP HOLDINGS, INC.
RADNOR CHEMICAL CORPORATION
RADNOR MANAGEMENT, INC.
STYROCHEM U.S., LTD.
WINCUP TEXAS, LTD.
STYROCHEM GP, L.L.C.
STYROCHEM LP, L.L.C.
WINCUP GP, L.L.C.
WINCUP LP, L.L.C.
RADNOR MANAGEMENT DELAWARE, INC.
STYROCHEM DELAWARE, INC.
WINCUP EUROPE DELAWARE, INC
STYROCHEM EUROPE DELAWARE, INC.
and
RADNOR DELAWARE II, INC.
as Guarantors
and
FIRST UNION NATIONAL BANK
as Trustee
___________________
FOURTH SUPPLEMENTAL INDENTURE
Dated as of January 29, 2002
(Supplementing a Trust Indenture dated as of October 15, 1997 as
amended by a First Supplemental Indenture dated as of February 9,
1998, and as amended by a Second Supplemental Indenture dated as of
January 21, 1999, and as amended by a Third Supplemental Indenture
dated as of March 23, 1999)
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$60,000,000
10% Series B Senior Notes due 2003
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THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of the 29th day
of January, 2002 (this "Fourth Supplemental Indenture"), is among RADNOR
HOLDINGS CORPORATION, a Delaware corporation (the "Company"), WINCUP HOLDINGS,
INC., a Delaware corporation, RADNOR CHEMICAL CORPORATION (formerly known as SP
Acquisition Co.), a Delaware corporation, RADNOR MANAGEMENT, INC., a Delaware
corporation, STYROCHEM U.S., LTD. (formerly known as StyroChem International,
Inc. and StyroChem U.S., Inc.), a Texas limited partnership, WINCUP TEXAS,
LTD., a Texas limited partnership, STYROCHEM GP, L.L.C., a Delaware limited
liability company, STYROCHEM LP, L.L.C., a Delaware limited liability company,
WINCUP GP, L.L.C., a Delaware limited liability company and WINCUP LP, L.L.C.,
a Delaware limited liability company, RADNOR MANAGEMENT DELAWARE, INC., a
Delaware corporation, STYROCHEM DELAWARE, INC., a Delaware corporation, WINCUP
EUROPE DELAWARE, INC., a Delaware corporation (collectively, the "Guarantors"),
STYROCHEM EUROPE DELAWARE, INC., a Delaware corporation and RADNOR DELAWARE II,
INC., a Delaware corporation (the "New Guarantors") and FIRST UNION NATIONAL
BANK, as trustee (the "Trustee").
RECITALS:
The Company, the Guarantors and the Trustee are parties to a
certain Indenture dated October 15, 1997, as amended by a First Supplemental
Indenture dated as of February 9, 1998, as amended by a Second Supplemental
Indenture dated as of January 21, 1999, as amended by a Third Supplemental
Indenture dated as of March 23, 1999 (as amended, the "Indenture") relating to
the creation by the Company of an issue of $60,000,000 of its 10% Series B
Senior Notes, due 2003 (the "Securities");
Each Guarantor has issued a guarantee of the Securities (the
"Guarantee") pursuant to which the Guarantors have guaranteed, in accordance
with Article Thirteen of the Indenture, all Indenture Obligations (as such term
is defined in the Indenture); and
The Company, the Guarantors, the New Guarantors and the
Trustee now desire to enter into this Fourth Supplemental Indenture pursuant to
Section 901(vi) of the Indenture, without the consent of the Holders, in order
to add the New Guarantors as Guarantors and Restricted Subsidiaries under the
Indenture;
Capitalized terms used herein without definition shall have
the meanings given such terms in the Indenture.
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and for other good
and valuable consideration, it is covenanted and agreed, for the benefit of
each other and for the equal and proportionate benefit of the Holders of the
Securities issued under the Indenture, as follows:
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ARTICLE ONE
JOINDER AND GUARANTEE OF THE NEW GUARANTORS
Section 101. The New Guarantors hereby absolutely,
unconditionally and irrevocably guarantee, on a joint and several basis with
the Guarantors, to the Trustee and the Holders, as if the New Guarantors were
the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be
deemed to include all commissions, fees, charges, costs and expenses (including
reasonable legal fees and disbursements of one counsel) arising out of or
incurred by the Trustee or the Holders in connection with the enforcement of
this Guarantee). This Guarantee shall rank pari passu with any Senior
Indebtedness of each of the New Guarantors and shall be subject in all respects
to, and governed by all of the terms and provisions applicable to Guarantee in,
the Indenture, including without limitation Article Thirteen thereof.
Section 102. As of the date hereof, all references to the
"Guarantors" in the Indenture shall be deemed to refer collectively to: (i) the
Guarantors in existence on the date hereof and (ii) the New Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this
Fourth Supplemental Indenture to be duly executed, all as of the day and year
first above written.
RADNOR HOLDINGS CORPORATION
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary President
WINCUP HOLDINGS, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary President
RADNOR CHEMICAL CORPORATION
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary Chairman
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RADNOR MANAGEMENT, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary President
STYROCHEM U.S., LTD.
By: StyroChem GP, L.L.C.,
its general partner,
By: Radnor Chemical Corporation,
its sole member
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary Chairman
WINCUP TEXAS, LTD.
By: WinCup GP, L.L.C.,
its general partner,
By: WinCup Holdings, Inc.,
its sole member
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary President
STYROCHEM GP, L.L.C.
By: Radnor Chemical Corporation,
its sole member
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary Chairman
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STYROCHEM LP, L.L.C.
By: Radnor Chemical Corporation,
its sole member
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary Chairman
WINCUP GP, L.L.C.
By: WinCup Holdings, Inc.,
its sole member
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary President
WINCUP LP, L.L.C.
By: WinCup Holdings, Inc.,
its sole member
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary President
RADNOR MANAGEMENT DELAWARE, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary President
STYROCHEM DELAWARE, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary Chairman
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WINCUP EUROPE DELAWARE, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary Chairman
STYROCHEM EUROPE DELAWARE, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary Chairman
RADNOR DELAWARE II, INC.
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Secretary Chairman
FIRST UNION NATIONAL BANK,
as Trustee
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: AVP Title: Vice President
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