Exhibit 3.14
NEVAMAR HOLDCO,
LLC
AMENDED AND
RESTATED
LIMITED LIABILITY
COMPANY AGREEMENT
DATED AS OF
MARCH 1, 2006.
NEVAMAR HOLDCO,
LLC
AMENDED AND
RESTATED
LIMITED LIABILITY COMPANY
AGREEMENT
THIS AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT (the “ Agreement ”) of Nevamar
Holdco, LLC, (the “ Company ”) is entered into
as of March 1, 2006, by Nevamar Holding Corp., a Delaware
corporation (the “ Member ”).
WHEREAS, the Company was formed as a limited
liability company pursuant to the Delaware Limited Liability
Company Act by the filing of the Certificate with the Secretary of
State of the State of Delaware on November 5, 2003;
WHEREAS, on the Closing Date (the “
Closing ”), as defined in the Acquisition Agreement
dated as of January 18, 2006 by and between the Company,
Nevamar Company, LLC, Panolam Industries International Inc., and
the other parties thereto, the Member acquired all of the
membership interests in the Company;
WHEREAS, upon the consummation of the Closing
the Member became the sole member of the Company and succeeded to
all of the former Members’ interests in the
Company;
WHEREAS, the Member desires that the equity
interests in the Company shall be consolidated into one
class of Interest (as hereinafter defined).
WHEREAS, the Member wishes to enter into this
Agreement to provide for, among other things, the management of the
business and affairs of the Company and certain other
matters.
NOW, THEREFORE, in consideration of the mutual
covenants expressed herein, the Member hereby agrees with the
Company as follows:
ARTICLE I
DEFINITIONS
1.1
Certain Definitions . The following terms, as used herein,
have the following meanings:
“ Act ” shall mean the
Delaware Limited Liability Company Act (6 Del. C. §18-101, et
seq.) as amended and in effect from time to time.
“ Agreement ” shall mean
this Limited Liability Company Agreement of the Company, as amended
from time to time.
“ Certificate ” shall mean
the Certificate of Formation of the Company filed on
November 5, 2003 and any and all amendments thereto and
restatements thereof filed pursuant to the Act.
“ Distribution ” shall mean
cash or property (net of liabilities assumed or to which the
property is subject) distributed to a Member in respect of the
Member’s Interest in the Company.
“ Interest ” shall mean the
Member’s limited liability company interest in the
Company.
“ Person ” shall mean an
individual, partnership, joint venture, association, corporation,
trust, estate, limited liability company, limited liability
partnership, or any other legal entity.
ARTICLE II
FORMATION,
ETC.
2.1
Formation . The Company was formed as a limited liability
company pursuant to the Act by the filing of the Certificate with
the Secretary of State of Delaware on November 5, 2003. The
rights, duties and liabilities of the Member and the Board of
Managers shall be determined pursuant to the Act and this
Agreement. To the extent that such rights, duties or obligations
are different by reason of any provision of this Agreement than
they would be in the absence of such provision, this Agreement
shall, to the extent permitted by the Act, control.
2.2
Name . The name of the Company is Nevamar Holdco, LLC. The
business of the Company may be conducted under that name or
any other name that the Board of Managers deems appropriate or
advisable. The Board of Managers shall file, or shall cause to be
filed, any fictitious name certificates and similar filings, and
any amendments thereto, that the Board of Managers considers
appropriate or advisable.
2.3
Registered Office/Agent . The registered office required to
be maintained by the Company in the State of Delaware pursuant to
the Act is c/o the Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808. The name and
address of the registered agent of the Company pursuant to the Act
is the Corporation Service Company, 2711 Centerville Road,
Suite 400, Wilmington, Delaware 19808. The Company may, upon
compliance with the applicable provisions of the Act, change its
registered office or registered agent from time to time in the
discretion of the Board of Managers.
2.4
Term. The term of the Company shall continue until the
Company is dissolved as hereinafter provided. The existence of the
Company as a separate legal entity shall continue until
cancellation of the Certificate as provided in the Act.
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2.5
Purpose . The Company is formed for the object and purpose
of, and the nature of the business to be conducted and promoted by
the Company is, engaging in any lawful act or activity for which
limited liability companies may be formed under the Act and
engaging in any and all activities necessary, advisable, convenient
or incidental thereto.
2.6
Authorized Person . Dimitris P. Spiliakos was designated as
an “authorized person” within the meaning of the Act,
and executed, delivered and filed the Certificate with the
Secretary of State of the State of Delaware. From and after the
date hereof, each member of the Board of Managers and such other
Persons as may be designated from time to time by the Board of
Managers are authorized persons, within the meaning of the Act, to
execute, deliver and file any amendments or restatements of the
Certificate and any other certificates and any amendments or
restatements thereof which are allowed or required to be filed
pursuant to the Act and any other certificates and any amendments
or restatements thereof necessary for the Company to qualify to do
business in a jurisdiction in which the Company may wish to
conduct business.
ARTICLE III
MEMBERSHIP
3.1
Membership . The name and the business address of the sole
Member of the Company are as follows:
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Name
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Address
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Nevamar Holding Corp.
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Nevamar Holding Corp.
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20
Progress Drive
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Shelton, CT 06484
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3.2
Limited Liability . Except as otherwise required by the Act,
the debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company, and no Member or
Manager shall be obligated personally for any such debt, obligation
or liability of the Company solely by reason of being Member or
Manager. All Persons dealing with the Company shall look solely to
the assets of the Company for the payment of the debts, obligations
or liabilities of the Company.
ARTICLE 1V
MANAGEMENT OF THE
COMPANY
4.1
Board of Managers . The business of the Company shall be
managed by a Board of Managers, and the Persons constituting the
Board of Managers shall be the “manager” of the Company
for all purposes of the Act (each, a “ Manager
,” and collectively, the “ Managers ”) and
decisions of the Board of Managers shall be decisions of the
“manager” for all purposes of the Act. The number and
identity of Persons constituting the Board of
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Managers shall
from time to time be determined by the Member. Upon the
effectiveness of this Agreement, the Board of Managers shall
consist of:
Jeffrey Muller
4.1.1
Term . Each Manager shall, unless otherwise provided by law,
hold office until such individual is removed, resigns or dies. Any
Manager may be removed by the Member at any time without
giving any reason for such removal. A Manager may resign by
written notice to the Company, which resignation shall not require
acceptance and, unless otherwise specified in the resignation
notice, shall be effective upon receipt by the Company. Vacancies
in the Board of Managers shall be filled by the Member.
4.1.2
Action by Board . All decisions of the Board of Managers
shall be by a vote of a majority of the Managers present in person
or by proxy, or by written consent. Any action required or
permitted to be taken at any meeting of the Board of Managers
may be taken without a meeting, and shall be treated for all
purposes as the act of the Board of Managers if a majority of the
Managers consent thereto in writing. The Board of Managers may, by
vote or resolution of the Board of Managers, delegate any or all of
its powers to any committee thereof.
4.1.3
Meetings . Meetings of the Board of Managers may be held at
any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by any
Manager, reasonable notice thereof being given to each other
Manager. Reasonable notice shall be by overnight delivery at least
two complete business days, by facsimile at least one complete
business day, or in person or by telephone at least one complete
business day, before the meeting. Notice of a meeting need not be
given to any Manager if a written waiver of notice, executed by
such Manager before or after the meeting, is filed with the records
of the meeting, or to any Manager who attends the meeting without
protesting the lack of notice prior to or at the commencement of
the meeting. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting. Managers
may participate in a meeting of the Board of Managers by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other or by any other means permitted by law and such
participation shall constitute presence in person at such
meeting.
4.1.4
Quorum . Except as may be otherwise provided by law, at
any meeting of the Board of Managers a majority of the Managers
then in office present in person or by proxy shall constitute a
quorum. Any meeting may be adjourned from time to time by a
majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without
further notice.
4.1.5
Fees and Expenses . Each Manager shall be reimbursed for
such Manager’s reasonable expenses incurred in the
performance of such Manager’s duties as Manager. In the
discretion of the Board of Managers, each Manager (other
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than an
employee of the Company) may be paid such fees for such
Manager’s services as Manager as the Board of Managers from
time to time may determine. Nothing contained in this
Section shall be construed to preclude any Manager from
serving the Company in any other capacity and receiving reasonable
compensation therefor.
4.1.6
Other Rules . The Board of Managers may adopt such
other rules for the conduct of its business as it
may from time to time deem necessary or appropriate.
4.2
Authority of Board of Managers . Subject to any provisions
of this Agreement that require the consent or approval of the
Member and any other limitations contained in this Agreement, the
Board of Managers shall have the exclusive power and authority to
manage the business and affairs of the Company an
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