Exhibit 4.12
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RADNOR HOLDINGS CORPORATION
as Issuer,
WINCUP HOLDINGS, INC.
RADNOR CHEMICAL CORPORATION
RADNOR DELAWARE, INC.
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.
and
WINCUP EUROPE DELAWARE, INC
as Guarantors
and
FIRST UNION NATIONAL BANK
as Trustee
________________
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 23, 1999
(Supplementing a Trust Indenture dated as of 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)
________________
$60,000,000
10% Series B Senior Notes due 2003
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THIS THIRD SUPPLEMENTAL INDENTURE, dated as of the 23rd day of March, 1999
(this "Third 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 DELAWARE, INC., 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,
(collectively, the "Guarantors"), RADNOR MANAGEMENT DELAWARE, INC., a Delaware
corporation, STYROCHEM DELAWARE, INC., a Delaware corporation and WINCUP EUROPE
DELAWARE, INC., a Delaware corporation, (collectively, 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, 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 (collectively, the
"Guarantees") 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 Third 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 THIRD 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 each New Guarantor was 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 the New Guarantors and
shall be subject in all respects to, and governed by all of the terms and
provisions applicable to Guarantees 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 Third Supplemental
Indenture to be duly executed, all as of the day and year first above written.
RADNOR HOLDINGS CORPORATION
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
WINCUP HOLDINGS, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
RADNOR CHEMICAL CORPORATION
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
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RADNOR DELAWARE, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
RADNOR MANAGEMENT, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
STYROCHEM U.S., LTD.
By: StyroChem GP, L.L.C.,
its general partner,
By: Radnor Chemical Corporation,
its sole member
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
WINCUP TEXAS, LTD.
By: WinCup GP, L.L.C.,
its general partner,
By: WinCup Holdings, Inc.,
its sole member
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
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STYROCHEM GP, L.L.C.
By: Radnor Chemical Corporation,
its sole member
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
STYROCHEM LP, L.L.C.
By: Radnor Chemical Corporation,
its sole member
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
WINCUP GP, L.L.C.
By: WinCup Holdings, Inc.,
its sole member
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
WINCUP LP, L.L.C.
By: WinCup Holdings, Inc.,
its sole member
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
RADNOR MANAGEMENT DELAWARE, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
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STYROCHEM DELAWARE, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
WINCUP EUROPE DELAWARE, INC.
Attest: /s/ Xxxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Secretary President
FIRST UNION NATIONAL BANK,
as Trustee
Attest: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
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Name: Xxxxx X. Xxxxx Xxxx X. Xxxx
Title: Corporate Trust Officer Assistant Vice President
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