THIRD AMENDMENT
Exhibit
10m-3
THIRD
AMENDMENT
This
THIRD
AMENDMENT
dated as
of December 22, 2005 (this "Amendment"),
is
made by and among (a) XXXXXX
CORPORATION,
a
Massachusetts corporation (the "Borrower"),
having
its principal place of business at Xxx Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxx
00000,
(b) the
direct and indirect Subsidiaries of the Borrower listed as Guarantors on the
signature pages hereto (the "Guarantors"),
(c)
BANK
OF AMERICA, N.A.,
a
national banking association, as successor by merger to Fleet National Bank,
as
agent (in such capacity the "Agent")
for
the Banks referred to below; and (d) BANK
OF AMERICA, N.A.
and the
other financial institutions from time to time parties to the Credit Agreement
referred to below (collectively, the "Banks").
Terms
defined in the Credit
Agreement referred to below
that are
not otherwise defined herein shall have the respective meanings assigned to
such
terms in the Credit
Agreement.
WHEREAS,
the
Borrower, the Banks and the Agent are parties to that certain Multicurrency
Revolving Credit Agreement dated as of December 8, 2000 (as amended as of
September 7, 2001 and October 25, 2002 and as further amended, modified,
supplemented or restated and in effect from time to time, the "Credit
Agreement");
and
WHEREAS,
the
Borrower has requested that the Credit Agreement be amended to extend the
Maturity Date as set forth herein; and
WHEREAS,
the
Agent
and the Banks have agreed, subject to the terms and conditions set forth in
this
Amendment, to an amendment to provide for such extension.
NOW,
THEREFORE,
in
consideration of the mutual agreements contained herein and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
§1. Amendment
to the Credit Agreement.
(a)
The
definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
Maturity
Date.
December 8, 2006.
§2. Guarantors'
Consent. Each
of
the Guarantors hereby consents to the amendment to the Credit Agreement set
forth in this Amendment, and each confirms its obligation to the Agent and
the
Banks under its Guaranty and agrees that its guaranty of the Obligations
thereunder shall extend to and include the Credit Agreement as amended by this
Amendment.
§3. Representations, Warranties
and Covenants; No Default; Authorization. The
Borrower and the Guarantors hereby represent, warrant and covenant to the Agent
and the Banks as follows:
(a)
each
of
the representations and warranties of the Borrower and the Guarantors contained
in the Credit
Agreement
and the
other Loan Documents
was true
as of the date as of which it was made and is true as and at the date of this
Amendment
(except
to the extent of changes resulting from transactions contemplated or permitted
by this Credit Agreement and the other Loan Documents and changes occurring
in
the ordinary course of business that singly or in the aggregate do not have
a
Material Adverse Effect, and to the extent that such representations and
warranties relate expressly to an earlier date),
and
after giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing;
(b)
this
Amendment has been duly authorized, executed and delivered by each of the
Borrower and Guarantors and is in full force and effect; and
(c)
upon
the
execution and delivery of this Amendment by the respective parties hereto,
this
Amendment shall constitute the legal, valid and binding obligation of the
Borrower and the Guarantors, enforceable in accordance with its terms, except
that the enforceability thereof may be subject to any applicable bankruptcy,
reorganization, insolvency or other laws affecting creditors' rights
generally.
§4. Conditions
to Effectiveness. The
effectiveness of this Amendment shall be subject to the satisfaction of the
conditions that (a) this Amendment shall have been duly executed and delivered
by the Borrower, each Guarantor, the Agent and the Majority Banks, and (b)
the
Borrower shall have paid the outstanding fees and expenses of the Agent’s
Special Counsel.
§5. Ratification, etc. Except
as expressly amended hereby, the Credit
Agreement
and each
of the other Loan Documents are hereby ratified and confirmed in all respects.
All references in the Credit
Agreement
or any
related agreement or instrument to the Credit
Agreement
shall
hereafter refer to the Credit
Agreement
as
amended hereby.
§6. No Implied Waiver. Nothing
contained herein shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligations of any of the Borrower or Guarantors or
any
right of the Agent or any Bank consequent thereon.
§7. Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original but which together shall constitute one and the same
instrument. A facsimile or other electronic transmission of an executed
counterpart shall have the same effect as the original executed
counterpart.
§8. Governing
Law. THIS
AMENDMENT SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OR CHOICE OF LAW).
IN
WITNESS WHEREOF,
the
undersigned have duly executed this Amendment as a sealed instrument as of
the
date first above written.
Borrower: | XXXXXX CORPORATION | |
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and
Secretary
|
Guarantors: | XXXXXX X-X CORP. | |
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and
Secretary
|
TL PROPERTIES, INC. | ||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and
Secretary
|
ROGERS
SPECIALTY MATERIALS
CORPORATION
|
||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President, Treasurer and
Secretary
|
ROGERS JAPAN INC. | ||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and
Secretary
|
ROGERS
SOUTHEAST ASIA, INC.
|
||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and
Secretary
|
[Signature
Page to Third Amendment to Rogers Credit Agreement]
ROGERS TAIWAN, INC. | ||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and
Secretary
|
ROGERS KOREA, INC. | ||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and Secretary
|
ROGERS
TECHNOLOGIES
SINGAPORE,
INC.
|
||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and Secretary
|
ROGERS
CIRCUIT MATERIALS
INCORPORATED
|
||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and Secretary
|
ROGERS
CHINA, INC.
|
||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and Secretary
|
XXXXXX
XX, INC.
|
||
/s/ Xxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President, Treasurer and Secretary
|
Agent and Banks: | BANK OF AMERICA, N.A., as Bank | |
/s/ Xxxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxxx X. Xxxxxx
Title:
Senior
Vice President
|
BANK
OF AMERICA, N.A., as Agent
|
||
/s/ Xxxxxxx X. Xxxxxx | ||
|
||
Name:
Xxxxxxx X. Xxxxxx
Title:
Senior
Vice President
|
CITIZENS
BANK OF
CONNECTICUT
|
||
/s/ | ||
|
||
Name: Title: |
[Signature
Page to Third Amendment to Rogers Credit Agreement]
Agent and Banks: | BANK OF AMERICA, N.A., as Bank | |
/s/ | ||
|
||
Name: Title: |
BANK OF AMERICA, N.A., as Bank | ||
/s/ | ||
|
||
Name: Title: |
CITIZENS
BANK OF
CONNECTICUT
|
||
/s/ Xxxxxxxx X. Xxxxxxxx | ||
|
||
Name:
Xxxxxxxx X. Xxxxxxxx
Title:
Vice President
|
[Signature
Page to Third Amendment to Rogers Credit Agreement]