Exhibit 4.2


 


EXECUTION  COPY


 


FIRST
SUPPLEMENTAL INDENTURE


 


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”).


 


W
I T N E S S E T H :


 


WHEREAS, the Company, and
the Guarantors have heretofore executed and delivered to the Trustee an
Indenture (the “Indenture”), dated as of September 30, 2005, providing for the
issuance of Senior Subordinated Notes (the “Notes”);


 


WHEREAS, Section 4.11 and
Section 10.08 of the Indenture provide that under certain circumstances the
Company will cause an additional Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which such additional Guarantor
will guarantee payment of the Notes on the same terms and conditions as those
set forth in Article 10 of the Indenture; and


 


WHEREAS, pursuant to Section
10.08 of the Indenture, the Trustee and the Company are authorized to execute
and deliver this Supplemental Indenture.


 


NOW THEREFORE, in
consideration of the foregoing and for good and valuable consideration, the
receipt of which is  hereby acknowledged, the Company,
the Additional Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


 


SECTION
1. Capitalized Terms. Capitalized terms used herein but not defined
shall have the meanings assigned to them in  the
Indenture.


 


SECTION
2. Guarantees. Each of the Additional Guarantors hereby agrees, jointly
and severally with all other Guarantors, to guarantee the Company’s obligations
under the Notes on the terms and subject to the conditions set forth in Article
10 of the Indenture and to be bound by all other applicable provisions of the
Indenture.


 


SECTION
3. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.


 

















 


SECTION
4. Governing Law.  THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.


 


SECTION
6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


SECTION
7. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction of this Supplemental Indenture.


 


2

















 


IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed as of the date first written above.


 


	
   

  	
  PANOLAM
  INDUSTRIES 

  
	
   

  	
  INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey Muller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  Muller

  
	
   

  	
   

  	
  Title:

  	
  Vice President-Human
  Resources, 

  General Counsel  and Secretary

  
	
   

  	
   

  
	
   

  	
  NEVAMAR HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Jeffrey Muller

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Jeffrey
  Muller

  
	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  NEVAMAR
  HOLDCO, LLC

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Jeffrey Muller

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Jeffrey Muller

  
	
   

  	
   

  	
  Title:
  

  	
  President
  and Secretary

  
	
   

  	
   

  
	
   

  	
  NEVAMAR COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jeffrey Muller

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Jeffrey Muller

  
	
   

  	
   

  	
  Title: 

  	
  President and Secretary

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL
  

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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