As of March 31, 2006 Rogers Corporation One Technology Drive Rogers, Connecticut 06263 Attn: Robert M. Soffer Re: Multicurrency Revolving Credit Agreement - Fourth Amendment Dear Mr. Soffer:
Exhibit
10m-4
As
of
March 31, 2006
Xxxxxx
Corporation
Xxx
Xxxxxxxxxx Xxxxx
Xxxxxx,
Xxxxxxxxxxx 00000
Attn: Xxxxxx
X. Xxxxxx
Re: Multicurrency
Revolving
Credit Agreement - Fourth Amendment
Dear
Xx. Xxxxxx:
Reference
is hereby made to that certain Multicurrency Revolving Credit Agreement dated
as
of December 8, 2000 by and among Xxxxxx Corporation (the “Borrower”),
each
of the Banks listed on Schedule 1 thereto including Bank of America, N.A.,
a
national banking association, as successor by merger to Fleet National Bank
(the
“Banks”)
and
Bank of America, N.A., successor by merger to Fleet National Bank, as Agent
(the
“Agent”),
as
amended from time to time (as amended, the "Credit
Agreement").
Capitalized terms which are used herein without definition and which are defined
in the Credit Agreement shall have the same meanings herein as in the Credit
Agreement.
The
Borrower has requested that the Banks amend Section 7.4(a) of the Credit
Agreement, and this letter is to confirm that the Borrower and the Banks have
agreed to amend, and such Section is hereby amended and restated in its entirety
to read as follows:
“(a)
as
soon as practicable, but in any event not later than ninety (90) days after
the
end of each fiscal year of the Borrower, the consolidated balance sheet of
the
Borrower and its Subsidiaries, as at the end of such year, and the related
consolidated statement of income and consolidated statement of cash flow for
such year, each setting forth in comparative form the figures for the previous
fiscal year and all such consolidated statements to be in reasonable detail,
prepared in accordance with generally accepted accounting principles, and
certified without qualification (other than a qualification regarding changes
in
generally accepted accounting principles) by Ernst & Young LLP or by other
independent certified public accountants satisfactory to the Agent, together
with a written statement from such accountants to the effect that they have
examined the relevant sections of this Credit Agreement, and that, in making
the
examination necessary to said certification, they have obtained no knowledge
of
any Default or Event of Default under §9 of this Credit Agreement, or, if such
accountants shall have obtained knowledge of any then existing Default or Event
of Default under any of such sections they shall disclose in such statement
any
such Default or Event of Default; provided
that such accountants shall not be liable to the Banks for failure to obtain
knowledge of any Default or Event of Default;”
Except
as
expressly amended by this letter agreement, all terms, conditions and covenants
contained in the amended Credit Agreement are hereby ratified and shall be
and
remain in full force and effect.
This
letter agreement shall become effective as of the date first written
above. This
letter supersedes any and all of our prior communications among the parties
hereto, if any, regarding the subject of this letter, except as to prior
amendments to the Credit Agreement and except for the March 24, 2006 waiver
granted by the Banks to the Borrower relative to the Credit Agreement which
shall be and shall remain in full force and effect.
THIS
LETTER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE COMMONWEALTH OF
MASSACHUSETTS EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
MASSACHUSETTS.
This
letter agreement may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument. Execution of this
letter agreement by any of the parties may be evidenced by way of a faxed
transmission of such party’s signature and such faxed signature shall be deemed
to constitute the original signature of such party to this letter
agreement.
[Remainder
of page intentionally blank. Next page is signature page.]
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If
the
foregoing is in accordance with your understanding, please confirm your
agreement to the amendment set forth herein by signing this letter in the space
indicated below.
Very
Truly Yours,
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BANK
OF AMERICA, N.A.
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Individually
and as Agent
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BY:
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/s/ Xxxxxxx X. Xxxxxx | ||
Name: Xxxxxxx X. Xxxxxx | |||
Title: Senior Vice President | |||
CITIZENS
BANK OF CONNECTICUT
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BY:
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Name: | |||
Title: |
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Very
Truly Yours,
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BANK
OF AMERICA, N.A.
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Individually
and as Agent
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BY:
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Name: | |||
Title: | |||
CITIZENS
BANK OF CONNECTICUT
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BY:
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/s/ Xxxxxxxx X. Xxxxxxxx | ||
Name: Xxxxxxxx X. Xxxxxxxx | |||
Title: Vice President |
[Signature
Page to Fourth Amendment to Rogers Credit Agreement]
4
Accepted
and Agreed:
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XXXXXX
CORPORATION
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and Secretary
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Guarantors:
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XXXXXX
X-X CORP.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
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Secretary
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TL
PROPERTIES, INC.
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By:
|
/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
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Secretary
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ROGERS
SPECIALTY MATERIALS
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CORPORATION
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
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Secretary
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ROGERS
JAPAN INC.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
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Secretary
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[Signature
Page to Fourth Amendment to Rogers Credit Agreement]
5
ROGERS
SOUTHEAST ASIA, INC.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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||
Title:
Vice President, Treasurer and
|
||
Secretary
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ROGERS
TAIWAN, INC.
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By:
|
/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
|
||
Secretary
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ROGERS
KOREA, INC.
|
||
By:
|
/s/
Xxxxxx X. Xxxxxx
|
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Name:
Xxxxxx X. Xxxxxx
|
||
Title:
Vice President, Treasurer and
|
||
Secretary
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ROGERS
TECHNOLOGIES
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SINGAPORE,
INC.
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By:
|
/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
|
||
Secretary
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ROGERS
CIRCUIT MATERIALS
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INCORPORATED
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By:
|
/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President, Treasurer and
|
||
Secretary
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[Signature
Page to Fourth Amendment to Rogers Credit Agreement]
6
ROGERS
CHINA, INC.
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By:
|
/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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||
Title:
Vice President, Treasurer and
|
||
Secretary
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XXXXXX
XX, INC.
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By:
|
/s/
Xxxxxx X. Xxxxxx
|
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Name:
Xxxxxx X. Xxxxxx
|
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Title:
Vice President, Treasurer and
|
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Secretary
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[Signature
Page to Fourth Amendment to Rogers Credit Agreement]
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