0001193125-06-131295 Sample Contracts

WARRANT AGREEMENT To Purchase Shares of Voting Common Stock, par value $.10 per share of RADNOR HOLDINGS CORPORATION Dated as of April 4, 2006 (the “Effective Date”)
Warrant Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York

WHEREAS, Radnor Holdings Corporation, a Delaware corporation (the “Company”), has entered into a Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) with Special Value Expansion Fund, LLC, a Delaware limited liability company and Special Value Opportunities Fund, LLC, a Delaware limited liability company, pursuant to which such purchasers are entitled to receive warrants to purchase a number of shares equal to 7.0% (assuming the exercise of outstanding warrants, including this Warrant Agreement, to purchase 102 shares) as of the date hereof of the Company’s outstanding Voting Common Stock; and

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WARRANT AGREEMENT To Purchase Shares of Nonvoting Common Stock, par value $.10 per share of RADNOR HOLDINGS CORPORATION Dated as of April 4, 2006 (the “Effective Date”)
Warrant Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York

WHEREAS, Radnor Holdings Corporation, a Delaware corporation (the “Company”), has entered into a Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) with Special Value Expansion Fund, LLC, a Delaware limited liability company and Special Value Opportunities Fund, LLC, a Delaware limited liability company, pursuant to which such purchasers are entitled to receive warrants to purchase a number of shares of the Company’s Nonvoting Common Stock equal to 7.0% (assuming the exercise of outstanding warrants, including this Warrant Agreement, to purchase 1,031 shares) as of the date hereof of the sum of the Company’s outstanding Nonvoting Common Stock (as defined below) and Class B Nonvoting Common Stock, par value $0.01 per share (the “Class B Nonvoting Common Stock”); and

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AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products

This Amendment No. 1 to Investor Rights Agreement (this “Amendment”) is entered into as of April 4, 2006, by and among Radnor Holdings Corporation, a Delaware corporation (the “Company”), the shareholders of the Company listed on the signature pages hereof under the heading “Management Shareholders” (the “Management Shareholders”), and Special Value Expansion Fund, LLC and Special Value Opportunities Fund, LLC (the “Investors”).

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AGREEMENT REGARDING LOANS
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products • Pennsylvania

This Agreement Regarding Loans is made this 14th day of June, 2006, by and among Radnor Holdings Corporation, a Delaware corporation (“Radnor”), StyroChem U.S., Ltd., a Texas limited partnership (“SUL”), WinCup Texas, Ltd., a Texas limited partnership (“WTL”), Wincup Holdings, Inc., a Delaware corporation (“WHI”) (Radnor, SUL, WTL and WHI are each, a “Borrower” and collectively, the “Borrowers”), WinCup Europe Delaware, Inc., a Delaware corporation (“WEDI”), StyroChem Europe Delaware, Inc., a Delaware corporation (“SEDI”), Radnor Chemical Corporation, a Delaware corporation (“RCC”), StyroChem Delaware, Inc., a Delaware corporation (“SDI”), StyroChem GP, L.L.C., a Delaware limited liability company (“SGL”), StyroChem LP, L.L.C., a Delaware limited liability company (“SLL”), WinCup GP, L.L.C., a Delaware limited liability company (“WGL”) and WinCup LP, L.L.C., a Delaware limited liability company (“WLL”) (WEDI, SEDI, RCC, SDI, SGL, SLL WGL and WLL are each a “Guarantor” and collectively,

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GUARANTY AND NEGATIVE PLEDGE AGREEMENT
Guaranty and Negative Pledge Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York

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:

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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products
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SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York

FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT, dated as of April 3, 2006 (this “First Supplemental Indenture”), among RADNOR HOLDINGS CORPORATION, a Delaware corporation (the “Company”), RADNOR CHEMICAL CORPORATION, a Delaware corporation, RADNOR DELAWARE II, INC., a Delaware corporation, RADNOR MANAGEMENT DELAWARE, INC., a Delaware corporation, RADNOR MANAGEMENT, INC., a Delaware corporation, STYROCHEM DELAWARE, INC., a Delaware corporation, STYROCHEM EUROPE DELAWARE, INC., a Delaware corporation, STYROCHEM U.S., 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 EUROPE DELAWARE, INC., a Delaware corporation, WINCUP GP, L.L.C., a Delaware limited liability company, WINCUP LP, L.L.C., a Delaware limited liability company, WINCUP TEXAS, LTD., a Texas limited partnership, and WINCUP HOLDINGS, INC., a Delaware corporation (collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL

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FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • Pennsylvania

adjusted with respect to Libor Rate Loans without notice or demand of any kind on the effective date of any change in the Eurocurrency Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the Obligations shall bear interest at the applicable Contract Rate plus two percent (2.00%) per annum (the “Default Rate”).

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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Security Agreement and Fixture Filing • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products
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PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE REGISTRANT’S APPLICATION OBJECTING TO DISCLOSURE AND REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2; THE OMITTED PORTIONS HAVE...
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products • Pennsylvania

This letter (i) sets forth certain additional conditions to the effectiveness of the First Amendment (as defined below) as well as the fees payable by the Borrowers, in connection with the First Amendment to the Credit, dated the date hereof, by and among the Borrowers, the Guarantors the Lenders, the Agent and the Issuer (the “First Amendment”), and (ii) amends and restates the Original Letter Agreement. Terms defined in the Credit Agreement are used in this letter as therein defined.

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AMENDMENT NO. 1 TO TRANCHE A SECURITY AGREEMENT
Tranche a Security Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products

This Amendment No. 1 to Tranche A Security Agreement (this “Amendment”) is entered into as of April 4, 2006, by and between Radnor Holdings Corporation (the “Company”), each of the other Obligors identified on the signature pages hereof and Tennenbaum Capital Partners, LLC, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products

This First Amendment to Employment Agreement (“Amendment”) is made as of the 3rd day of April, 2006, by and between Radnor Holdings Corporation (“Company”) and Michael T. Kennedy (“Executive”).

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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York
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RADNOR HOLDINGS CORPORATION Warrants to Purchase a Common Equity Interest PURCHASE AGREEMENT
Purchase Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York

Radnor Holdings Corporation, a Delaware corporation (the “Company”) hereby confirms its agreement with Special Value Expansion Fund, LLC, a Delaware limited liability company and Special Value Opportunities Fund, LLC, a Delaware limited liability company (each, a “Purchaser” and collectively, the “Purchasers”), as set forth below.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • Pennsylvania

THIS STOCK PURCHASE AGREEMENT (this “Agreement”)is made as of the 4th day of April, 2006, by and between Radnor Holdings Corporation (the “Company”), a Delaware corporation, and Michael T. Kennedy (the “Buyer”).

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April 4, 2006
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products • New York

Reference is hereby made to the Credit Agreement, dated as of December 1, 2005, by and among Radnor Holdings Corporation (the “Company”), the Guarantors party thereto, Special Value Expansion Fund, LLC and Special Value Opportunities Fund, LLC (together, along with their direct and indirect transferees, the “Lenders”) and Tennenbaum Capital Partners, LLC (“TCP”), as Agent and Collateral Agent for the Lenders (the “Agent”) (as the same may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Reference is further made to Amendment No. 1 to Credit Agreement, dated as of the date hereof, by and among the Company, the Guarantors party thereto, the Lenders and the Agent (“Amendment No. 1”). Capitalized terms used but not defined herein have the meaning given them in the Credit Agreement.

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AMENDMENT NO. 1
Credit Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • New York

This AMENDMENT NO. 1, dated as of April 4, 2006 (this “Amendment No. 1”), to the Credit Agreement, among Radnor Holdings Corporation, a Delaware corporation (the “Company”), each of the Guarantors identified on the signature pages hereto, Special Value Expansion Fund, LLC, a Delaware limited liability company and Special Value Opportunities Fund, LLC, a Delaware limited liability company (each, a “Lender” and collectively, the “Lenders”), and Tennenbaum Capital Partners, LLC, as Agent and Collateral Agent (the “Agent” and, in its capacity as Collateral Agent, the “Collateral Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

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FORM OF EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT UNDER RADNOR HOLDINGS CORPORATION
Restricted Stock Award Agreement • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products • Pennsylvania

WHEREAS, the Radnor Holdings Corporation 2005 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant of stock awards in accordance with the terms and conditions of the Plan. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has selected you to receive a stock award under the Plan as an inducement for you to promote the best interests of the Company and its stockholders. A copy of the Plan is attached.

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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products
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This Amendment was prepared by and when recorded should be mailed to:
Radnor Holdings Corp • June 16th, 2006 • Plastics foam products
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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Security Agreement and Fixture Filing • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products
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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Security Agreement and Fixture Filing • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products
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This Amendment was prepared by and when recorded should be mailed to: Erika K. Del Duca, Esq. Milbank, Tweed, Hadley & McCloy LLP
Security Agreement and Fixture Filing • June 16th, 2006 • Radnor Holdings Corp • Plastics foam products
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