Exhibit 10.13


 


PANOLAM HOLDINGS CO.

20
Progress Drive

Shelton, CT  06484


 


September 30, 2005


 


Sterling
Group Partners II, L.P. and

Sterling Group Partners II (Parallel), L.P.

Eight Greenway Plaza

Suite 702

Houston, TX  77046


 


Ladies
and Gentlemen:


 


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:


 


(a)                                  to
obtain true and correct copies of all documents, reports, financial data and
other information regarding the Company and its subsidiaries as may be
reasonably requested by such Fund;


 


(b)                                 to
consult with and advise the management of the Company and its subsidiaries at
such reasonable times on all matters relating to the operation of the Company
and its subsidiaries as may be requested by such Fund;


 


(c)                                  to
discuss the Company’s and the Company’s subsidiaries’ affairs, finances and
accounts with the Company’s and the Company’s subsidiaries’ officers, directors
and outside accountants at such reasonable times as may be requested by such
Fund; and


 


(d)                                 to
visit and inspect any of the Company’s and the Company’s subsidiaries’
properties and facilities, including but not limited to books of account, at
such reasonable times as may be requested by such Fund.


 


In addition to the above rights, the Company agrees to
deliver to each Fund:


 


(a)                                  as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of the Company, consolidated balance
sheets of the Company and its subsidiaries as of the end of such period and
consolidated income and cash flows of the Company and its subsidiaries for the
period


 

















 


then ended prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent basis,
except as otherwise noted therein, and subject to the absence of footnote
disclosures and to year-end adjustments;


 


(b)                                 as
soon as available and in any event within 120 days after the end of each fiscal
year of the Company, a consolidated balance sheet of the Company and its
subsidiaries as of the end of such year and consolidated statements of income
and cash flows of the Company and its subsidiaries for the year then ended
prepared in conformity with generally accepted accounting principles in the
United States applied on a consistent basis, except as otherwise noted therein,
together with an auditor’s report thereon of a firm of established national
reputation; and


 


(c)                                  to
the extent the Company is required by law or pursuant to the terms of any
outstanding indebtedness of the Company to prepare such reports, any annual
reports, quarterly reports and other periodic reports pursuant to Section 13 or
15(d) of the Securities Act of 1933 actually prepared by the Company as soon as
available.


 


These rights granted to each Fund in this letter shall
terminate automatically upon the earliest to occur of: (a) the completion of an
Initial Public Offering (as such term is defined in that certain Stockholders
Agreement, dated September 30, 2005, among the Company and the holders listed
therein (the “Stockholders Agreement”)); (b) the consummation of an Approved
Sale (as such term is defined in the Stockholders Agreement) of the Company or
(c) the number of shares of the common stock of the Company held by such Fund
shall be less than 50% of the number of shares held by such Fund on the date of
this letter.


 

















 


Our signatures below indicate our assent to the terms
of this letter agreement as of the date set forth above.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PANOLAM HOLDINGS CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  DARREN
  J. GOLD

  	
   

  
	
   

  	
   

  	
  Name:  Darren
  J. Gold

  
	
   

  	
   

  	
  Title:  President

  
					



 

















 


Agreed
to and accepted:


 


	
  STERLING
  GROUP PARTNERS II, L.P.

  
	
   

  
	
  By:

  	
   Sterling
  Group Partners II GP, L.P.,

  
	
   

  	
  General
  Partner

  
	
   

  
	
  By:

  	
   Sterling
  Group Investments II, L.L.C.

  
	
   

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  
	
  By:

  	
   /s/  JOHN D. HAWKINS

  	
   

  
	
  Name:
   John D. Hawkins

  
	
  Title:
   Authorized Manager

  
	
   

  
	
   

  
	
  STERLING
  GROUP PARTNERS II (PARALLEL), L.P.

  
	
   

  
	
  By:
  

  	
   Sterling
  Group Partners II GP (Parallel), L.P.,

  
	
   

  	
  General
  Partner

  
	
   

  
	
  By:

  	
   Sterling
  Group Investments II (Parallel), L.L.C.

  
	
   

  	
  General
  Partner

  
	
   

  
	
   

  
	
  By:

  	
   /s/  JOHN D. HAWKINS

  	
   

  
	
  Name:
   John D. Hawkins

  
	
  Title:
   Authorized Manager