Exhibit 2.4
AMENDMENT NO. 1 TO
THE
ACQUISITION
AGREEMENT
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.
RECITALS
A. Pursuant to
Section 13.2 of the Acquisition Agreement (the “
Agreement ”), dated as of January 18, 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) Kohlberg Management IV, L.L.C., not in an
individual capacity but solely as representative for the Sellers as
provided herein (the “ Sellers’ Representative
”), and (vii) Panolam Industries
International, Inc., a Delaware corporation (the “
Buyer ”), the Agreement may be amended by a
written instrument executed by the Buyer and the Sellers’
Representative.
B. Buyer and
Sellers’ Representative desire to amend the Agreement to
provide that (i) the holders of Class S Preferred Units
will not be parties to the Agreement and the Buyer will not
purchase the Class S Preferred Units, (ii) the holders of
Phantom Units will receive a portion of the Closing Date Payment in
the form of a promissory note issued to the Sellers’
Representative on behalf of the holders of the Phantom Units,
(iii) the holders of Phantom Units will receive a portion of
the future proceeds of the Installment Assets, if any, and
(iv) the Buyer consents to the transactions contemplated by
the disposition of the Odenton Facility as set forth
herein.
NOW, THEREFORE, in
consideration of the mutual promises and covenants hereinafter set
forth, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Buyer and
Sellers’ Representative, on behalf of the Sellers, agree as
follows:
1.
Definitions . Capitalized terms not otherwise defined in
this Amendment have the meaning given them in the
Agreement.
2.
Amendment of the Agreement
. Effective upon the date hereof,
the Agreement is amended as follows:
2.1.
Amendment of the Preamble to the Agreement . The preamble of
the Agreement is amended to read in its entirety as follows:
“This
ACQUISITION AGREEMENT (this “ Agreement
”) is made as of the 18 th day of January, 2006,
among (i) Nevamar Holdco, LLC, a Delaware limited liability
company (“ Holdco ”), (ii) Nevamar Company,
LLC (the “ Company ”), (iii) Nevamar
Offshore Common Corp. (the “ Offshore Blockers
”), Nevamar TE Common Corp. (the “ TE Blockers
”), (iv) those holders of Units listed on
Schedule 1 as holding Class A Units, Class B
Units, and Class C 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) Kohlberg Management IV,
L.L.C., not in an individual capacity but solely as representative
for the Sellers as provided herein (the “ Sellers’
Repre
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