Exhibit 10.2
EXECUTION COPY
SECURITIES PLEDGE AGREEMENT
Securities Pledge
Agreement dated as of June 17, 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").
RECITALS:
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 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
Barbados, and Rogers Belgium are sometimes referred to
individually as a "Pledged Company" and collectively as the
"Pledged Companies")
are subsidiaries of the Pledgor.
B.
The Pledgor
is the legal and beneficial owner of 99% of the
issued and outstanding
common shares of Rogers Belgium and is the legal and
beneficial owner of
99% of the issued and
outstanding common
shares of Rogers
Barbados.
C.
Pursuant to 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 and as amended by
Amendment No. 2 (the
"Second Amendment")
to Multicurrency Revolving Credit
Agreement dated
as of the date
hereof by and between the Pledgor and RBS
Citizens, National
Association (the
"Bank"), a national
banking
association,
(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.
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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.
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(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 any kind to or upon the Pledgor and any such remedy may be
exercised
separately or in combination and
