Contract
Xxxxxxx 00xxx-0
XXXXXXXX CONFIRMATION AGREEMENT
AGREEMENT,
dated as of November 11, 2008, by and among Xxxxxx XX, Inc., a Delaware
corporation, Rogers Specialty Materials Corporation, a Delaware corporation,
Rogers Japan Inc., a Delaware corporation, Rogers Southeast Asia, Inc., a
Delaware corporation, Rogers Taiwan, Inc., a Delaware corporation, Rogers Korea,
Inc., a Delaware corporation, Rogers Technologies Singapore, Inc., a Delaware
corporation and Rogers Circuit Materials Incorporated, a Delaware corporation
(together, the "Guarantors"), and RBS Citizens, National Association, a national
banking association (the "Bank"), successor in interest to Citizens Bank of
Connecticut, a Connecticut stock savings bank.
RECITALS
The
Guarantors executed and delivered to Citizens Bank of Connecticut, predecessor
in interest to the Lender, a Guaranty dated as of November 13, 2006 (the
"Guaranty"), pursuant to which the Guarantors absolutely and unconditionally
guaranteed to the Lender the full and prompt payment and performance when due of
the "Obligations" of Xxxxxx Corporation (the "Borrower"), Rogers Technologies
(Barbados) SRL, Rogers (China) Investment Co., Ltd., Rogers N.V., and Rogers
Technologies (Suzhou) Co. Ltd. to Citizens Bank of Connecticut, predecessor in
interest to the Lender, all as set forth in more detail therein. The Lender and
the Borrower now desire to enter into a certain Amendment No. 4 to Multicurrency
Revolving Credit Agreement dated of even date herewith (the
"Amendment").
Guarantors
shall derive substantial benefits, financial and otherwise, from the execution
and delivery of the Amendment and any agreements or instruments executed in
connection therewith (including without limitation any and all amended and
restated revolving credit notes).
The Lender
is only willing to enter into the Amendment if, among other things, Guarantors
execute and deliver this Agreement.
NOW,
THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
to induce the granting of any further credit by the Lender to the Borrower,
Guarantors hereby agree as follows:
1.
Each Guarantor hereby represents, warrants, confirms and covenants to the Lender
that (i) the Guaranty remains in full force and effect, (ii) the Guaranty
remains the legal, valid and binding obligation of such Guarantor, enforceable
in accordance with its terms, (iii) such Guarantor has no claims, counterclaims,
defenses or offsets against the Lender, whether relating to the Guaranty or
otherwise and (iv) pursuant to the provisions of the Guaranty, the obligations
of the Borrower guaranteed by such Guarantor pursuant to the Guaranty include,
without limitation, all principal, interest, costs and expenses (including
attorneys' fees) under the Notes and any and all obligations under any swap or
hedging agreements. Pursuant to the applicable terms and provisions of the
Guaranty, none of the modifications set forth or to be set forth in the
Amendment (or in any other agreement or instrument) shall impair the obligations
of Guarantors under the Guaranty.
2. The
execution and delivery of this Agreement (or any other confirmation (past,
present or future)) shall not be construed or interpreted to create a custom or
course of dealing or performance (or any duty or obligation) pursuant to which
the Lender is required to obtain a confirmation or consent from the Guarantors,
or to notify the Guarantors, with respect to any modification or other event or
circumstance. No such consent or confirmation or notice shall be necessary in
connection with any such modification or other event or circumstance in order to
keep the obligations of Guarantors under the Guaranty in full force and effect,
said obligations being unconditional as set forth therein.
3. No
amendment, waiver or other modification of this Agreement shall be effective
against a party hereto unless set forth in writing signed by such party. This
Agreement may be executed in counterparts.
4. This
Agreement shall (i) be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns and (ii) shall be governed by
and construed in accordance with the internal laws of The Commonwealth of
Massachusetts.
[Signatures
begin on next page]
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first written above.
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XXXXXX
XX, INC.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS SPECIALTY MATERIALS CORPORATION
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS
JAPAN INC.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS
SOUTHEAST ASIA, INC.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS
TAIWAN, INC.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS
KOREA, INC.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS TECHNOLOGIES
SINGAPORE,
INC.
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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ROGERS CIRCUIT MATERIALS
INCORPORATED
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By:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx
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President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Vice
President
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RBS
CITIZENS, NATIONAL ASSOCIATION
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By:
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/s/ Xxxx Xxxxxxx | |
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Its
Senior Vice President
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