Exhibit 10aaa-4
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 NO. 4
TO MULTICURRENCY REVOLVING
CREDIT AGREEMENT
AMENDMENT NO. 4 TO MULTICURRENCY
REVOLVING CREDIT AGREEMENT (this "Amendment Agreement") dated as of
November 11, 2008, by and between Rogers Corporation, a
Massachusetts corporation having its principal place of business at
One Technology Drive, Rogers, Connecticut 06263 ("Rogers US"), and
RBS Citizens, National Association (the "Bank"), a national banking
association with offices at 90 State House Square, 10
th 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, Amendment No. 2 to Multicurrency Revolving Credit
Agreement dated as of June 17, 2008 and Amendment No. 3 to
Multicurrency Revolving Credit Agreement dated as of October 31,
2008 (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 Rogers US;
and
WHEREAS, Rogers US has 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:
§1.
Definitions. Capitalized terms used herein without
definition that are defined in the Credit Agreement shall have the
same meanings herein as therein.
§2. Ratification of
Existing Agreements. All of Rogers US's 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 Rogers US's execution of this
Amendment Agreement, ratified and confirmed in all respects. In
addition, by Rogers US's execution of this Amendment Agreement,
Rogers US 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.
Rogers US acknowledges and agrees that this Amendment Agreement
shall be included in the definition of Loan Documents under the
Credit Agreement.
§3. Representations
and Warranties. Rogers US hereby represents and warrants to the
Bank as follows:
(a) All of the representations and
warranties made by Rogers US 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.
§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
Rogers US herein, whether directly or incorporated by reference,
shall be true and correct on the date hereof, except as provided in
§3(a) hereof.
(b) Performance; No
Event of Default. Rogers US shall have performed and complied
in all material respects with all terms and conditions herein
required to be performed or complied with by it 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 shall have executed and delivered this Amendment
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) of Rogers US authorizing the
execution, delivery and performance of the Documents, as
appropriate.
(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 dated not more than thirty (30) days
prior to the date hereof, issued by the appropriate governmental
authority of Rogers US jurisdiction of organization.
(g) Incumbency
Certificates. The Bank shall have received a certificate of the
Secretary or an Assistant Secretary (or comparable officer)
of Rogers US, 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 [October 31, 2008] for
such entity will be satisfactory to the Bank.
(h) Amendment
Fee . The Bank shall have received an amendment fee
in the amount of $[*].
§5. Amendment to the Credit Agreement
.
(a) The definition of
“Applicable Margin” in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
Applicable Margin . For each period commencing on an
Adjustment Date through the date immediately preceding the next
Adjustment Date (each a “Rate Adjustment Period”), the
Applicable Margin shall be the applicable margin set forth below
with respect to the Leverage Ratio, as determined for the period
ending on the fiscal quarter ended immediately preceding the
applicable Rate Adjustment Period.
|
|
LEVEL
|
LEVERAGE
RATIO
|
PRIME
RATE
LOANS
|
REVOLVING
CREDIT
FACILITY A
LIBOR
RATE
LOANS
|
REVOLVING
CREDIT
FACILITY B
LIBOR
RATE
LOANS
|
UNUSED
LINE FEE
RATE
|
|
|
|
|
|
|
|
|
|
|
IV
|
Greater than
1.50:1.00
|
[*]%
|
[*]%
|
[*]%
|
[*]%
|
|
|
|
|
|
|
|
|
|
|
III
|
Less than or
equal to
1.50:1.00 but
greater than
1.25:1.00
|
[*]%
|
[*]%
|
[*]%
|
[*]%
|
[*]
CONFIDENTIAL TREATMENT REQUESTED
|
|
|
|
|
|
|
|
|
|
II
|
Less than or
equal to
1:25:1.00 but
great
|
