EXHIBIT 2.2
AMENDMENT NO.4
TO STOCK PURCHASE AGREEMENT
AMENDMENT NO.4, dated as of May 25, 1999 ("Amendment No.4"), to that certain
Stock Purchase Agreement, dated as of July 17, 1998 (the "Agreement,"
capitalized terms used but not otherwise defined herein being used herein as
therein defined), between Rugby USA, Inc., a Georgia corporation (the "Seller"),
and Panolam Industries International, Inc. (formerly known as PII Third, Inc.),
a Delaware corporation (the "Buyer").
W I T N E S S E T H:
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WHEREAS, Section 2(e) of the Agreement sets forth certain conditions for
the adjustment of the Estimated Purchase Price after the Closing;
WHEREAS, Section 2(e)(ii) contemplates that within ninety (90) calendar
days following the Closing Date the Buyer shall deliver to the Seller the
Closing Net Operating Assets Statement, together with a report of the Buyer's
Accountants stating that the Closing Net Operating Assets Statement was prepared
in accordance with the Net Operating Assets Instructions and in conformity with
GAAP (except as provided for in the Net Operating Assets Instructions);
WHEREAS, the Buyer delivered to the Seller on May 5, 1999 a Closing Net
Operating Assets Statement, together with a review report thereof of the Buyer's
Accountants, and the Buyer further delivered to the Seller on May 19, 1999
another Closing Net Operating Assets Statement, together with a report thereon
of the Buyer's Accountants pursuant to Section 2(e)(ii) of the Agreement; and
the Seller acknowledges receipt of the foregoing deliveries on the dates set
forth above; and
WHEREAS, the Seller and the Buyer desire to establish between the parties
the Closing Net Operating Assets Statement which is subject to review and
possible dispute by the Seller and the Seller and the Buyer further desire to
amend the Agreement with respect to the date by which the Seller may deliver to
the Buyer a notice of dispute under Section 2(e)(iii)(2) of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
to amend the Agreement pursuant to Section 17(m) thereof as follows:
SECTION 1. Closing Net Operating Assets Statement. The Seller and the
Buyer agree that for the purposes of Section 2(e)(iii) of the Agreement the
Closing Net Operating Assets Statement delivered by the Buyer to the Seller on
May 19, 1999, together with the report thereon of the Buyer's Accountants, shall
be deemed to be the Closing Net Operating Assets Statement subject to the
Seller's review and possible dispute pursuant to Section 2(e)(iii)(2) of the
Agreement.
SECTION 2. Amendment to the Agreement. Section 2(e)(iii)(2) of the
Agreement is hereby amended to delete from the first sentence thereof the
phrase "within thirty (30) calendar days of the Buyer's delivery of the Closing
Net Operating Assets Statement to the Seller" and substitute therefor the phrase
"no later than 5:00 p.m. eastern standard time on Friday, June 11, 1999."
SECTION 3. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Sections 1 and 2 hereof, on and after the
date hereof each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Agreement as amended by Section 2 hereof.
(b) Except as specifically amended above, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
SECTION 4. Execution and counterparts. This Amendment No. 4 may be
executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party has caused its duly authorized officer to
execute this Amendment No. 4 as of the date first written above.
RUGBY USA, INC.
By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
PANOLAM INDUSTRIES INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Acknowledged:
THE RUGBY GROUP PLC
By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Finance Director
