OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF
ANOTHER LAW.
16.
Consultation with Counsel.
The Borrower Parties represent to the Agent and
the Lenders that they have discussed this Agreement, including the provisions of
Sections 9, 12 and 15 hereof, with their attorneys.
17.
Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier or by email of a PDF shall be
effective as delivery of a manually executed counterpart of this Agreement.
18.
HEADINGS.
SECTION HEADINGS IN THIS AGREEMENT ARE INCLUDED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT
FOR ANY OTHER PURPOSE.
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19.
NO COURSE OF DEALING.
THE REQUISITE LENDERS HAVE ENTERED INTO THIS
AGREEMENT ON THE EXPRESS UNDERSTANDING WITH THE COMPANY THAT IN ENTERING INTO
THIS AGREEMENT THE REQUISITE LENDERS ARE NOT ESTABLISHING ANY COURSE OF DEALING
WITH THE COMPANY.
THE AGENT'S AND THE LENDERS' RIGHTS TO REQUIRE STRICT
PERFORMANCE WITH ALL THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT AS
MODIFIED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT IN ANY WAY BE
IMPAIRED BY THE EXECUTION OF THIS AGREEMENT.
NEITHER THE AGENT NOR ANY LENDER
SHALL BE OBLIGATED IN ANY MANNER TO EXECUTE ANY AMENDMENTS OR FURTHER WAIVERS,
AND IF ANY SUCH AMENDMENTS OR FURTHER WAIVERS ARE REQUESTED IN THE FUTURE,
ASSUMING THE TERMS AND CONDITIONS THEREOF ARE ACCEPTABLE TO THEM, THE AGENT AND
THE LENDERS MAY REQUIRE THE PAYMENT OF FEES IN CONNECTION THEREWITH.
20.
EXPENSES.
THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT ALL FEES, COSTS
AND EXPENSES OF AGENT AND LENDERS (INCLUDING THE REASONABLE AND DOCUMENTED FEES,
COSTS AND EXPENSES OF COUNSEL OR OTHER ADVISORS, IF ANY) INCURRED IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE PAYABLE BY THE
COMPANY IN ACCORDANCE HEREWITH AND WITH SECTION 10.2 OF THE CREDIT AGREEMENT;
PROVIDED, HOWEVER, THAT SUCH PAYMENTS HEREUNDER SHALL BE MADE IN ACCORDANCE WITH
SECTION 6(J) HEREOF.
21.
FURTHER ASSURANCES.
AT THE AGENT'S REQUEST, THE BORROWER PARTIES SHALL
EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND TAKE SUCH ADDITIONAL ACTIONS
AS THE AGENT REQUESTS TO EFFECTUATE THE PROVISIONS AND PURPOSES OF THIS
AGREEMENT AND TO PROTECT AND/OR MAINTAIN PERFECTION OF THE LENDERS' SECURITY
INTERESTS IN AND LIENS UPON THE COLLATERAL.
*
*
*
[signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written.
PANOLAM INDUSTRIES INTERNATIONAL, INC., as Borrower
By:
/s/ Robert J. Muller
Name: Robert, J. Muller
Title: Chairman, President and CEO
PANOLAM HOLDINGS II CO.
By:
/s/ Robert J. Muller
Name: Robert, J. Muller
Title: Chairman, President