PIH ACQUISITION CO., to be ultimately merged with and intoIndenture • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
INDENTURE dated as of September 30, 2005 among PIH Acquisition Co. (“PIH”) Panolam Industries International, Inc., (“Panolam”), the Guarantors (as defined herein), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT DATED AS OF SEPTEMBER 30, 2005 AMONG PIH ACQUISITION CO., PANOLAM INDUSTRIES INTERNATIONAL, INC., PANOLAM HOLDINGS II CO., THE LENDERS LISTED HEREIN, as Lenders, CREDIT SUISSE, Cayman Islands Branch, as Administrative Agent, and...Credit Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This CREDIT AGREEMENT is dated as of September 30, 2005 and entered into by and among PIH ACQUISITION CO., a Delaware corporation (“Merger Sub”; this and other capitalized terms used herein without definition being used as defined in subsection 1.1), PANOLAM HOLDINGS II CO., a Delaware corporation (“Holdings”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), JEFFERIES & COMPANY, INC., as syndication agent for Lenders (in such capacity, “Syndication Agent”), and CREDIT SUISSE, Cayman Islands Branch (“Credit Suisse”), as administrative agent for Lenders (in such capacity, “Administrative Agent”).
PIH ACQUISITION CO. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
PIH Acquisition Co., a Delaware corporation (“PIH”), proposes to issue and sell (the “Initial Placement”) to Credit Suisse First Boston LLC and Jefferies & Company, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in that certain Purchase Agreement, dated September 16, 2005 (the “Purchase Agreement”), $151,000,000 aggregate principal amount of its 10 3/4% Senior Subordinated Notes due 2013 (the “Initial Securities”), which, immediately following the Acquisition and the Mergers (each as defined below), will be fully and unconditionally guaranteed (the “Guarantees”) as to payment of principal and interest and premium and additional interest, if any, on a senior subordinated basis, jointly and severally, by each of the subsidiaries listed on Schedule A hereto (collectively, the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture, dated as of September 30, 2005 (the “Indenture”), among, PIH, the Company (as defined below), the Guarantors and
SECURITY AGREEMENTSecurity Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of September 30, 2005 and entered into by and among PANOLAM INDUSTRIES INTERNATIONAL, INC., a Delaware corporation, as successor by merger to PIH Acquisition Co. (“Company”), PANOLAM HOLDINGS II CO., a Delaware corporation (“Holdings”), each of THE UNDERSIGNED DIRECT AND INDIRECT DOMESTIC SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Company, Holdings, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and CREDIT SUISSE, Cayman Islands Branch, as Administrative Agent and representative of (in such capacity herein called “Secured Party”) the Beneficiaries (as hereinafter defined).
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This SUBSIDIARY GUARANTY is entered into as of September 30, 2005 by the undersigned (each a “Guarantor”, and together with any future Domestic Subsidiaries executing this Guaranty, being collectively referred to herein as the “Guarantors”) in favor of and for the benefit of CREDIT SUISSE, Cayman Islands Branch, as agent for and representative of the financial institutions party to the Credit Agreement referred to below (“Lenders”) and any Swap Counterparties (as hereinafter defined) (in such capacity herein called “Guarantied Party”), and any other Beneficiaries (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • Connecticut
WHEREAS, Panolam desires that Executive perform services for the company and to enter into this Employment Agreement; and
NEVAMAR COMPANY, LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF MARCH 1, 2006Limited Liability Company Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Nevamar Company, LLC, (the “Company”) is entered into as of March 1, 2006, by Nevamar Holdco, LLC, a Delaware limited liability company (the “Member”).
Panolam Holdings Co.Executive Non Statutory Stock Option Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • Delaware
PANOLAM INDUSTRIES INTERNATIONAL, INC. THIRD AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”) is dated as of March 30, 2007 and entered into by and among Panolam Industries International, Inc., a Delaware corporation, as successor by merger to PIH Acquisition Co. (“Company”), Panolam Holdings II Co., a Delaware corporation (“Holdings”), Credit Suisse, Cayman Islands Branch, as administrative agent for Lenders (“Administrative Agent”), and, solely for purposes of Section 5 hereof, the Credit Support Parties (as defined in Section 5 hereof) listed on the signature pages hereof, and is made with reference to that certain Credit Agreement dated as of September 30, 2005 by and among Company, Holdings, Lenders, Jefferies & Company, Inc., as syndication agent for Lenders and Administrative Agent, as amended by that certain First Amendment to Credit Agreement and Waiver dated February 27, 2006, as further amended by that certain Second Amendment to Credit Agreement dated March 1, 2006 (as so amended, the “Cr
September 30, 2005Advisory Services Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This letter serves to confirm the retention of Genstar Capital LLC (“Genstar”) and The Sterling Group, L.P. (“Sterling”, and together with Genstar, the “Advisors”) by Panolam Holdings Co. (the “Company” or “you”) to provide management, consulting and financial services to the Company as follows:
PIH ACQUISITION CO. PURCHASE AGREEMENTPurchase Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
CREDIT SUISSE FIRST BOSTON LLC JEFFERIES & COMPANY, INC., c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This Second Amended and Restated Employment Agreement (this “Agreement”) is entered into on September 6. 2005 to be effective as of the Closing Date (the “Effective Date”), by and among Panolam Industries International, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Panolam Industries Holdings, Inc., a Delaware corporation (together with its successors and assigns, “Holdings”), and Robert J. Muller. Jr. (the “Executive”). For the avoidance of doubt. Parent shall be considered a successor to Holdings as of the Effective Date.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 3, 2006 among Panolam Industries International, Inc., a Delaware corporation (the “Company”), Nevamar Holding Corp., a Delaware corporation, Nevamar Holdco, LLC, a Delaware limited liability company and Nevamar Company, LLC, a Delaware limited liability company (each an “Additional Guarantor” and together, the “Additional Guarantors”), each of which is a direct or indirect subsidiary of the Company, and, Wells Fargo Bank, National Association as Trustee under the Indenture (the “Trustee”).
AMENDMENT NO. 1 TO THE ACQUISITION AGREEMENTAcquisition Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
THIS AMENDMENT NO. 1 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of February 28, 2006, among Kohlberg Management IV, L.L.C., not in an individual capacity but solely as representative for the Sellers (as defined below) and Panolam Industries International, Inc., a Delaware corporation.
PANOLAM INDUSTRIES INTERNATIONAL, INC. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 1, 2006 and entered into by and among Panolam Industries International, Inc., a Delaware corporation, as successor by merger to PIH Acquisition Co. (“Company”), Panolam Holdings II Co., a Delaware corporation (“Holdings”), Credit Suisse, Cayman Islands Branch, as administrative agent for Lenders (“Administrative Agent”), and, solely for purposes of Section 5 hereof, the Credit Support Parties (as defined in Section 5 hereof) listed on the signature pages hereof, and is made with reference to that certain Credit Agreement dated as of September 30, 2005 by and among Company, Holdings, Lenders, Jefferies & Company, Inc., as syndication agent for Lenders and Administrative Agent, as amended by that certain First Amendment to Credit Agreement and Waiver dated February 27, 2006 (as so amended, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set fo
AGREEMENT AND PLAN OF MERGER dated as of July 16, 2005 by and among GS Holdings Co., PIH Acquisition Co., PANOLAM INDUSTRIES HOLDINGS, INC. and TC GROUP, L.L.C.Merger Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of July 16, 2005, is entered into by and among GS Holdings Co., a Delaware corporation (“Acquiror”), PIH Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), PANOLAM INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”), and TC GROUP, L.L.C., a Delaware limited liability company (“TC Group”), solely in its capacity as the initial Holder Representative hereunder.
Panolam Holdings Co.Employee Non Statutory Stock Option Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • Delaware
PANOLAM HOLDINGS CO. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • Delaware
This Registration Rights Agreement (“Agreement”) is made and entered into by and among Panolam Holdings Co., a Delaware corporation (“Company”), and the other signatories hereto who have committed, subject to certain conditions, to become holders of Qualified Registrable Securities (as defined herein) on the Effective Date whose names appear on the signature pages of this Agreement:
PANOLAM INDUSTRIES INTERNATIONAL, INC. FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is dated as of February 27, 2006 and entered into by and among Panolam Industries International, Inc., a Delaware corporation, as successor by merger to PIH Acquisition Co. (“Company”), Panolam Holdings II Co., a Delaware corporation (“Holdings”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse, Cayman Islands Branch, as administrative agent for Lenders (“Administrative Agent”), and, solely for purposes of Section 5 hereof, the Credit Support Parties (as defined in Section 5 hereof) listed on the signature pages hereof, and is made with reference to that certain Credit Agreement dated as of September 30, 2005 (the “Credit Agreement”), by and among Company, Holdings, Lenders, Jefferies & Company, Inc., as syndication agent for Lenders (“Syndication Agent”) and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set fo
HOLDINGS GUARANTYHoldings Guaranty • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This HOLDINGS GUARANTY is entered into as of September 30, 2005 by the undersigned (the “Guarantor”), in favor of and for the benefit of CREDIT SUISSE, Cayman Islands Branch, as agent for and representative of the financial institutions party to the Credit Agreement referred to below (“Lenders”) and any Swap Counterparties (as hereinafter defined) (in such capacity herein called “Guarantied Party”), and any other Beneficiaries (as hereinafter defined).
PANOLAM HOLDINGS CO. 20 Progress Drive Shelton, CT 06484Letter Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures
Pursuant to this letter agreement, Panolam Holdings Co. (the “Company”) grants the following rights to each of Sterling Group Partners II, L.P. and Sterling Group Partners II (Parallel), L.P. and (each a “Fund,” and together the “Funds”) in connection with the Funds’ direct or indirect acquisitions of equity interests in the Company:
PANOLAM HOLDINGS CO. STOCKHOLDERS AGREEMENTStockholders Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into by and among Panolam Holdings Co., a Delaware corporation (the “Company”), the Persons who have committed, subject to certain terms and conditions, to purchase Common Shares (as defined below) on the Effective Date, whose names appear on the signature pages of this Agreement under the caption “Holders”, or who have executed, or who may in the future execute, an Adoption Agreement in the form of Exhibit “A” attached hereto (collectively, the “Holders”) and, if applicable, the respective spouses of the Holders.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This First Amendment (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”) dated July 16, 2005, by and among Panolam Holdings II Co. (formerly GS Holdings Co.), a Delaware corporation (“Acquiror”), PIH Acquisition Co., a Delaware corporation (“Merger Sub”), Panolam Industries Holdings, Inc., a Delaware corporation (“Company”), and TC Group, L.L.C., a Delaware limited liability company, is entered into effective as of September 30, 2005. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.
ACQUISITION AGREEMENT among NEVAMAR HOLDCO, LLC, NEVAMAR COMPANY, LLC, NEVAMAR TE S PREFERRED CORP., NEVAMAR TE COMMON CORP., NEVAMAR OFFSHORE S PREFERRED CORP., NEVAMAR OFFSHORE COMMON CORP., CERTAIN HOLDERS OF INTERESTS IN NEVAMAR HOLDCO, LLC,...Acquisition Agreement • October 1st, 2007 • Panolam Industries International Inc • Miscellaneous furniture & fixtures • New York
This ACQUISITION AGREEMENT (this “Agreement”) is made as of the 18th day of January, 2006, among (i) Nevamar Holdco, LLC, a Delaware limited liability company “Holdco”), (ii) Nevamar Company, LLC (the “Company”), (iii) Nevamar Offshore S Preferred Corp. (“Offshore Preferred Blocker”) Nevamar Offshore Common Corp. (“Offshore Common Blocker” and together with Offshore Preferred Blocker, the “Offshore Blockers”), Nevamar TE S Preferred Corp. (“TE Preferred Blocker”) and Nevamar TE Common Corp. (“TE Common Blocker” and together with TE Preferred Blocker, the “TE Blockers”), (iv) those holders of Units listed on Schedule 1 as holding Class A Units, Class B Units, Class C Units and Class S Preferred Units (the “Taxable Sellers” and, together with the TE Blockers and the Offshore Blockers, the “Members”), (v) the sole stockholders of each of the Offshore Blockers and the TE Blockers listed on Schedule 1 (the “Blocker Sellers” and, together with the Taxable Sellers, the “Sellers”), (vi) Kohlbe
