Exhibit 10aae-1
AMENDED AND RESTATED SECURITIES
PLEDGE AGREEMENT
Amended and Restated Securities
Pledge Agreement dated as of October 31, 2008 (this “
Agreement ”) made by Rogers Corporation , a
Massachusetts corporation having its principal place of business at
One Technology Drive, Rogers, Connecticut 06263 (the “
Pledgor ”).
A. 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”), and Rogers Luxembourg S.a.r.l., a
corporation organized and existing under the laws of Luxembourg
having its principal office at
560A, rue de Neudorf, L-2220 Luxembourg,
Grand-Duchy of Luxembourg (“Rogers Luxembourg”) (Rogers
Barbados and Rogers Luxembourg are collectively the “Pledged
Companies”) are subsidiaries of the Pledgor.
B. The Pledgor is the
legal and beneficial owner of 100% of the issued and outstanding
common shares of Rogers Luxembourg and is the legal and beneficial
owner of 100% of the issued and outstanding common shares of Rogers
Barbados.
C. Pursuant to a
certain Multicurrency Revolving Credit Agreement by and between the
Pledgor and RBS Citizens, National Association (the
“Bank”), a national banking association, dated as of
November 13, 2006, as amended by Amendment No. 1 to Multicurrency
Revolving Credit Agreement dated as of November 10, 2007, by
Amendment No. 2 to Multicurrency Revolving Credit Agreement dated
as of June 17, 2008, and by Amendment No. 3 to Multicurrency
Revolving Credit Agreement dated as of the date hereof (the
“Credit Agreement”) the Bank agreed, subject to the
terms and conditions set forth therein, to extend credit to the
Pledgor.
D. As security for
the Pledgor’s obligations under the Credit Agreement, the
Bank is requiring the Pledgor to grant a security interest in
certain shares of the common stock of the Pledged Companies owned
and held by Pledgor, which shares constitute sixty-five percent
(65%) of the common stock of each of the Pledged Companies issued
and outstanding as of the date hereof, the stock certificate
numbers of the same being listed on attached Schedule 1
hereto.
In consideration of the foregoing and
other consideration, the receipt and sufficiency of which are
hereby acknowledged by the Pledgor, the Pledgor agrees as
follows:
ARTICLE 1
INTERPRETATION
Section 1.1
Capitalized Terms.
All capitalized terms
used but not otherwise defined in this Agreement shall have the
meanings attributed to them in the Credit Agreement.
Section 1.2
Amendments, Restatements,
etc. All
references to agreements (including this Agreement) and to other
documents or instruments herein shall be deemed to refer to that
agreement, document or instrument as the same may be amended,
restated, supplemented or otherwise modified from time to
time.
Section 1.3
Laws, Statutes,
etc. All
references to laws, statutes, acts or regulations in this Agreement
shall be deemed to refer to the same as such may be amended,
restated, supplemented or otherwise modified and in force from time
to time.
Section 1.4
Recitals. Each of the Recitals and
Schedule 1 shall, for all purposes hereof, form an
integral part of this Agreement.
ARTICLE 2
SECURITY
Section 2.1
Pledge.
(1) The Pledgor hereby
assigns, mortgages, charges, hypothecates and pledges to the Bank,
and grants a security interest in the securities in the capital of
the Pledged Companies described on Schedule 1 hereto
and hereby deposits with the Bank any and all security certificates
evidencing such securities (collectively, together with the
securities referred to in Sections 2.1(2) and 2.3(3), the
“ Securities ”) upon and subject to the terms
hereof.
(2) The
Securities shall include any substitutions therefor, additions
thereto or proceeds thereof, arising out of any consolidation,
subdivision, reclassification, stock dividend or similar increase
or decrease in or alteration of the capital of the Pledged
Companies or any other event.
(3) The
Securities endorsed in blank for transfer shall forthwith be
delivered to and remain in the custody of the Agent or its nominee
to be held by the Agent or its nominee for the benefit of the Bank,
as general and continuing collateral security for the payment and
performance of the Obligations. Any or all Securities
may, at the option of the Bank, be registered in the name of the
Bank or its nominee. The Pledgor covenants to deliver
such stock powers and similar documents with respect to the
Securities as the Bank or its nominee may reasonably from time to
time request, satisfactory in form and substance to the
Bank. If the constating documents of either of the
Pledged Companies restrict the transfer of the Securities, then the
Pledgor shall also deliver to the Bank a certified copy of a
resolution of the directors or shareholders of the relevant Pledged
Companies consenting to the transfer(s) contemplated by this
Pledge.
Section 2.2
Obligations
Secured. (1) The assignments, mortgages,
charges, hypothecations and pledges granted hereby (collectively,
the “ Pledge ”) secure the payment and the
performance by the Pledgor of the Obligations.
(2) All
expenses, costs and charges incurred by or on behalf of the Bank in
connection with, the preservation of the Pledge or the realization
of the Securities, including all legal fees, court costs,
receiver’s or agent’s remuneration and other expenses
of taking possession of, protecting, insuring, preparing for
disposition, realizing, registering, collecting, selling,
transferring, delivering, enforcing or obtaining payment of the
Securities shall be added to and form a part of the
Obligations.
Section 2.3
Attachment.
(1) The
Pledgor and the Bank hereby acknowledge that (i) value has
been given by the Bank to the Pledgor; (ii) the Pledgor has
rights in the Securities; (iii) the Pledgor has not agreed to
postpone the time of attachment of the Pledge; and (iv) the
Pledgor has received a duplicate original copy of this
Agreement.
(2) If
the Securities are now or at any time hereafter become evidenced in
whole or in part by uncertificated securities registered or
recorded in records maintained by or on behalf of a Pledged Company
in the name of a clearing agency or a custodian or of a nominee of
either, the Pledgor shall, at the request of the Bank, cause the
Pledge to be entered in the records of the clearing
agency.
(3) If
the Pledgor acquires any certificates evidencing the Securities not
already delivered to the Bank after the date hereof, the Pledgor
will, forthwith upon receipt by the Pledgor, deliver to the Bank
such certificates and shall, at the request of the
Bank: (i) cause the transfer thereof to the Bank to
be registered wherever, in the opinion of the Bank, such
registration may be required or advisable; (ii) duly endorse
the same for transfer in blank or as the Bank may direct; and
(iii) forthwith deliver to the Bank any and all consents or
other instruments or documents which may be necessary to effect the
transfer of the Securities to the Bank or any third party, as the
Bank may direct.
Section 2.4
Bank’s Care and Custody of
Securities. (1) The Bank shall not be
bound to collect, dispose of, realize, protect or enforce any of
the Pledgor’s right, title and interest in and to the
Securities, to institute proceedings for the purpose thereof or to
take any steps necessary to preserve rights against prior parties
in respect thereof.
(2) The
Bank need not see to the collection of dividends on or exercise any
option or right in connection with the Securities and need not
protect or preserve them from any loss of value and is hereby
released from all responsibility for loss of value. The
Bank shall be bound to exercise in the keeping of the Securities
only the same degree of care as it would exercise with respect to
its own securities kept at the same place.
Section 2.5
Rights of the Pledgor.
(1) Until (i) an
Event of Default has occurred and is continuing, (ii) the
Pledge has become enforceable, and (iii) the Bank has
delivered written notice to the Pledgor suspending the
Pledgor’s right to vote the Securities, the Pledgor shall be
entitled to vote the Securities and to receive all dividends,
payments or other distributions in respect thereof.
(2) Except
as otherwise provided in the Loan Documents, whenever the Pledge
has become enforceable and the Bank has delivered written notice to
the Pledgor suspending the Pledgor’s right to vote the
Securities, all rights of the Pledgor to exercise the voting and
other rights or to receive the dividends, payments and other
distributions it would otherwise be entitled to exercise or receive
shall cease, and all such rights shall thereupon become vested
solely and absolutely in the Bank.
(3) Any
dividends, payments or other distributions received hereunder by
(i) the Bank prior to the Pledge becoming enforceable in
accordance with Section 2.5(1); or (ii) the Pledgor
contrary to Section 2.5(2) or any other moneys or other
property which may be received by the Pledgor at any time for or in
respect of the Securities contrary thereto shall, in each case, be
received by such party as trustee for the party entitled hereunder
to receive such amounts and shall be forthwith paid over
thereto.
ARTICLE 3
ENFORCEMENT
Section 3.1
Default.
The Pledge shall be and become
enforceable against the Pledgor following the occurrence and during
the continuance of an Event of Default.
Section 3.2
Remedies.
Whenever the Pledge has become
enforceable, the Bank may at any time, in its sole discretion,
realize upon or otherwise dispose of or contract to dispose of the
Securities by sale, transfer or delivery or may exercise and
enforce all rights and remedies of a holder of the Securities as if
the Bank were the absolute owner thereof (including, if necessary,
causing the Securities to be registered in the name of the Agent or
its nominee), without demand of performance or other demand,
advertisement or notice of
