Exhibit 10.1
EXECUTION COPY
1
AMENDMENT NO. 2
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TO MULTICURRENCY REVOLVING CREDIT AGREEMENT
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AMENDMENT NO.
2 TO MULTICURRENCY REVOLVING CREDIT AGREEMENT (this
"Amendment Agreement")
dated as of June 17, 2008, by and among Rogers
Corporation, a
Massachusetts corporation having its principal place of
business
at One Technology
Drive, Rogers, Connecticut 06263 ("Rogers US"), Rogers
Technologies (Barbados) SRL, a corporation organized and existing
under the laws
of Barbados having its
principal place of
business at Fidelity
House, Wildey
Business Park,
St. Michael, Barbados ("Rogers Barbados"), Rogers (China)
Investment Co., Ltd., a corporation organized and existing under
the laws of the
People's Republic of China having its principal place of business
at 338 Shenshu
Road, Suzhou Industrial Park, Suzhou, People's Republic of China
215122 ("Rogers
China"), Rogers N.V.,
a corporation
organized and existing
under the laws of
Belgium having its principal office at Afrikalaan 188,
B-9000, Gent, Belgium
("Rogers Belgium"),
Rogers Technologies (Suzhou) Co. Ltd., a corporation
organized and existing
under the laws of the People's Republic of China having
its principal
place of business at
399 Suhong Zhong Road,
Suzhou Industrial
Park, Suzhou,
People's Republic of
China 215122 ("Rogers
Suzhou"; Rogers
US,
Rogers Barbados,
Rogers China, Rogers Belgium and Rogers Suzhou are hereinafter
collectively referred to as the "Rogers Entities"), and RBS Citizens, National
Association (the
"Bank"), a national
banking association with offices at 90
State House Square,
10th Floor,
Hartford, Connecticut 06103, successor in
interest to
Citizens Bank of Connecticut, amending a certain Multicurrency
Revolving Credit Agreement dated as of November 13, 2006 as amended
by Amendment
No. 1 to Multicurrency
Revolving Credit Agreement dated as of November 10, 2007
(as amended from time to time the "Credit Agreement").
WITNESSETH
WHEREAS, pursuant to the terms of the Credit Agreement, the Bank
has made
certain credit facilities available to the Rogers Entities; and
WHEREAS, the Rogers
Entities have
requested that the Bank amend certain
terms of the Credit Agreement in certain respects; and
WHEREAS, the Bank is
willing to amend certain terms of the Credit
Agreement in accordance with the terms hereof.
NOW,
THEREFORE,
for good and
valuable consideration, the receipt and
sufficiency of which
are hereby
acknowledged,
the parties hereto agree as
follows:
ss.1.
Definitions.
Capitalized terms used
herein without
definition
that are defined in the Credit Agreement shall have the same
meanings herein as
therein.
ss.2.
Ratification of Existing Agreements. All of the Rogers
Entities'
obligations and
liabilities
to the Bank as
evidenced by or otherwise arising
under the Credit
Agreement, the Notes
and the other Loan Documents, except as
otherwise modified in this Amendment Agreement upon the terms set forth
herein,
are, by each of the Rogers Entities' execution of this Amendment Agreement,
ratified and confirmed in all respects. In addition, by each Rogers Entity's
execution of this
Amendment Agreement, each Rogers Entity represents and
warrants that no counterclaim, right of set-off, right of
recoupment, or defense
of any kind exists or
is outstanding
with respect to such obligations and
liabilities. Each of
the Rogers Entities
acknowledges
and agrees that this
Amendment Agreement
shall be included in the definition of Loan Documents under
the Credit Agreement.
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<PAGE>
ss.3.
Representations and
Warranties. Each
of the Rogers Entities
hereby represents and warrants to the Bank as follows:
(a) All of
the representations
and warranties made by
any of
the
Rogers Entities in the Credit Agreement, the Notes and the other
Loan
Documents are true and correct on the date hereof as if made on and
as of
the
date hereof,
except to the extent
that any of such
representations
and
warranties
relate by their
terms to a prior
date and for
matters
previously disclosed to the Bank in writing.
(b) No
Event of Default under and as defined in the
Credit
Agreement or any of the Loan Documents has occurred and is
continuing on
the
date hereof.
ss.4. Conditions
Precedent.
The effectiveness of the amendments
contemplated hereby
shall be subject to the satisfaction on or before the
date
hereof of each of the following conditions precedent:
(a)
Representations and Warranties. All of the representations
and
warranties made by the Rogers Entities herein, whether directly or
incorporated by reference, shall be true and correct on the
date hereof,
except as provided in ss.3(a) hereof.
(b)
Performance; No Event
of Default. The Rogers Entities
shall have performed and complied in all material respects with all
terms
and
conditions herein
required to be
performed or complied with by them
prior to or at the time hereof, and there shall exist no Event of
Default
or
condition which, with either or both the giving of notice or the
lapse
of
time, would
result in an Event of
Default upon the execution and
delivery of this Amendment Agreement.
(c)
Delivery. Rogers
US, Rogers Barbados, Rogers China,
Rogers Belgium and
Rogers Suzhou shall
each have executed and delivered
this
Amendment Agreement, and Rogers US shall have executed and
delivered
an
Amended and Restated Revolving Note A, an Amended and Restated
Revolving Note B, a Guaranty Confirmation signed by all Guarantors, a
Securities
Pledge Agreement
and all documents, instruments, and
agreements reasonably
required by the Bank in connection with any of the
foregoing
(collectively,
together with the
Amendment Agreement, the
"Documents").
(d)
Corporate Action.
The Bank shall have
received a copy of
the
resolutions, in form
and substance reasonably satisfactory to Bank,
of
the Board of Directors (or other governing body) or sole shareholder
of
each of the Rogers Entities authorizing the execution, delivery and
performance of the Documents, as appropriate.
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<PAGE>
(e)
Proceedings and Documents. All proceedings in connection
with
the transactions
contemplated by this
Amendment Agreement
and the
Documents shall be
satisfactory
in substance and form
to the Bank, and
the
Bank shall
have received all information and such counterpart
originals or
certified or other copies of such documents as it may
request.
(f) Good
Standing Certificates. The Bank shall have received a
good
standing certificate for Rogers US, Rogers Barbados and Rogers
Belgium dated not more
than sixty (60) days
prior to the date
hereof,
issued by the appropriate governmental authority of each
Rogers Entity's
jurisdiction of organization.
(g)
Incumbency Certificates. The Bank shall have received a
certificate of the
Secretary or an Assistant Secretary (or comparable
officer) of each of the Rogers Entities, in form and substance
reasonably
satisfactory to the
Bank, as to the
incumbency
and signature of each
officer executing
any of the
Documents,
together with evidence
of the
incumbency of such Secretary, Assistant Secretary or comparable
officer;
the
Bank acknowledges that a certificate indicating no changes in
incumbency since November 10, 2006 for any entity will be
satisfactory to
the
Bank.
ss.5. Amendments
to the Credit Agreement.
(a) The
Preamble to the Credit Agreement is hereby amended and
restated in its entirety as follows:
"This MULTICURRENCY
REVOLVING CREDIT AGREEMENT is made as of
November 13,
2006, by and between Rogers Corporation, a
Massachusetts corporation having its principal place of
business
at One Technology Drive, Rogers, Connecticut 06263 (hereinafter
referred to as "Rogers
US" or the "Borrower")
and RBS Citizens
National Association (the "Bank"), a National Banking
Association
with offices at 90 State House Square, 10th Floor, Hartford,
Connecticut 06103, as
successor in interest to Citizens Bank of
Connecticut."
(b)
Following the
execution and delivery of this Amendment
Agreement and
satisfaction of all of the conditions precedent set forth
in
Section 4, Rogers Barbados, Rogers China, Rogers Belgium,
and Rogers
Suzhou will no longer be parties to the Credit Agreement.
(c) All
references in the Credit Agreement to "the Borrowers",
"any
Borrower", "each
Borrower", "such
Borrower",
or words of
similar
import shall be deemed to refer to Rogers US.
ss.6. No Waiver
by Bank. Except as
otherwise expressly
provided for
herein, nothing in this Amendment Agreement shall extend to or
affect in any way
the Rogers Entities' obligations or the Bank's rights and remedies
arising under
the Credit
Agreement or the other Loan Documents, and the Bank shall not be
deemed to have waived any of its remedies with respect to any Event of
Default
or event or condition
which, with notice or
the lapse of time, or both, would
become an Event of Default and which upon the Rogers
Entities' execution and
delivery of this
Amendment Agreement might otherwise exist or which might
hereafter occur.
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<PAGE>
ss.7. Expenses.
Rogers US agrees to
pay to the Bank upon demand (a) an
amount equal
to any and all out-of-pocket costs or expenses (including
reasonable legal fees)
incurred in the preparation of this Amendment Agreement
and related matters and (b) from time to time any and all
out-of-pocket costs or
expenses (including
field examination
fees and legal fees
and disbursements)
hereafter
incurred or
sustained
by the Bank in connection with the
administration of
credit extended by the Bank to Rogers US or the preservation
of or enforcement of the Bank's rights under the Credit Agreement,
the Notes or
the other Loan
Documents or in respect of any of the other obligations to the
Bank.
ss.8.
Miscellaneous.
(a) This
Amendment Agreement shall be governed by and
construed in
accordance
with
the laws of the Commonwealth of
Massachusetts as an instrument under seal.
(b) Except
as otherwise expressly provided by this Amendment
Agreement, all of the
respective terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed
by each
of
the parties hereto that the Credit Agreement, as amended hereby,
shall
continue in full force and effect, and that this Amendment
Agreement and
the
Credit Agreement be
read and construed as
one instrument,
and all
references in the Loan Documents to the Credit Agreement shall hereafter
refer to the Credit Agreement, as amended by this Amendment
Agreement.
(c) This
Amendment Agreement may be executed in any number of
counterparts, each of
which shall be an original but all of which
together shall constitute one instrument. Each counterpart may
consist of
a
number of copies
hereof, each signed by
less than all, but
together
signed by all, of the parties hereto. A facsimile or other electronic
transmission of an executed counterpart shall have the same effect
as the
original executed counterpart.
[Remainder of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, each of the parties hereto have caused this
Agreement
to be executed in its name and behalf by its duly authorized officer as of the
date first written above.
RBS CITIZENS, NATIONAL ASSOCIATION
By: /s/ Gary W. Burdick
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Print Name: Gary W. Burdick
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Title: Senior Vice President
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ROGERS CORPORATION
By: /s/ Robert D. Wachob
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Print name: Robert D. Wachob
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Title: President and Chief Executive Officer
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ROGERS TECHNOLOGIES (BARBADOS) SRL
By: /s/ Dennis M. Loughran
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