Exhibit 10.3
EXECUTION COPY
GUARANTY CONFIRMATION AGREEMENT
AGREEMENT, dated as of June 17, 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 "Lender"), successor in
interest to Citizens Bank of Connecticut, a Connecticut stock savings bank.
R E C I T A L S
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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 Barbados"), Rogers
(China) Investment Co., Ltd. ("Rogers China"), Rogers N.V. ("Rogers Belgium"),
and Rogers Technologies (Suzhou) Co. Ltd. ("Rogers Suzhou") to Citizens Bank of
Connecticut, predecessor in interest to the Lender, all as set forth in more
detail therein. The Lender, the Borrower, Rogers Barbados, Rogers China, Rogers
Belgium, and Rogers Suzhou now desire to enter into a certain Amendment No. 2 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 Note 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.
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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 State
of Connecticut.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first written above.
XXXXXX XX, INC.
By: /s/ Xxxxxx X. Xxxxxx
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ROGERS SPECIALTY MATERIALS
CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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ROGERS JAPAN INC.
By: /s/ Xxxxxx X. Xxxxxx
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ROGERS SOUTHEAST ASIA, INC.
By: /s/ Xxxxxx X. Xxxxxx
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ROGERS TAIWAN, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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ROGERS KOREA, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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ROGERS TECHNOLOGIES
SINGAPORE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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ROGERS CIRCUIT MATERIALS
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
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RBS CITIZENS, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxx
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