EXHIBIT 10.1
CONFIDENTIAL
TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THE
DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT TO
ASSET PURCHASE
AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE
AGREEMENT is made and
entered into as of the 30 th day
of April, 2009 (this “ Amendment ”) by and among
by and among MTI Global Inc., a corporation organized under the
laws of the province of Ontario, Canada (“ MTI
”) with offices at 7381 Pacific Circle, Mississauga, Ontario,
Canada L5T 2A4, MTI Specialty Silicones Inc., a Delaware
corporation (“ MTI Silicones ”) with offices at
8020 Whitepine Road, Richmond VA 23237, MTI Leewood GmbH, a
corporation organized under the laws of Germany with offices at
Walter-Geerdes-Straβe 22, 28307, D-28307 Bremen, Germany
(“ MTI Leewood Germany ”) (MTI, MTI Silicones
and MTI Leewood Germany are each referred to herein, individually,
as a “ Seller ” and, collectively, as the
“ Sellers ”), and Rogers Corporation, a
Massachusetts corporation with offices at One Technology Drive,
Rogers, CT 06263 (“ Rogers ” and, together with
such subsidiary or subsidiaries of Rogers which Rogers prior to the
Closing may designate to acquire some or all of the Acquired Assets
directly from Sellers pursuant hereto, the “ Buyer
”).
WITNESSETH:
WHEREAS , Sellers and Buyer entered into an Asset
Purchase Agreement made as of March 23, 2009 (the “
Purchase Agreement ”) (capitalized terms not otherwise
defined herein have the same meanings ascribed to such terms in the
Purchase Agreement); and
WHEREAS, the parties hereto desire to amend certain terms
of the Purchase Agreement, as described below, by entering into
this Amendment.
NOW, THEREFORE , the parties, in consideration of the mutual
promises and other consideration set forth below, the receipt and
adequacy of which hereby is acknowledged, and intending to be
legally bound hereby, do represent, warrant, covenant and agree as
follows:
1.
The
third last paragraph in Section 2.01 of the Purchase Agreement is
hereby deleted in its entirety and replaced with the
following:
In order to effect the foregoing, Sellers shall
execute and deliver to Buyer at the Closing a Bill of Sale in the
form of Exhibit B hereto. Except as otherwise set forth or
disclosed herein, all the Acquired Assets are, and at the Closing
Date will be, located at the facilities of MTI Silicones in
Richmond, Virginia, of MTI Leewood Germany in Bremen, Germany, and
of MTI Leewood AB in Skogas, Sweden.
2.
Section
2.02(a) of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:
(a) [*](collectively,
the “ Retained Business ”).
3.
Section
3.01 of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:
3.01.
Amount and Payment of the Purchase Price . In
cons
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