Exhibit 10m-1
FIRST AMENDMENT
This FIRST AMENDMENT dated as of September 7, 2001 (this "Amendment"),
is made by and among (a) ROGERS CORPORATION, a Massachusetts corporation (the
"Borrower"), having its principal place of business at One Technology Drive,
Rogers, Connecticut 06263, (b) the direct and indirect Subsidiaries of the
Borrower listed as Guarantors on the signature pages hereto (the "Guarantors"),
(c) FLEET NATIONAL BANK, a national banking association, as agent (in such
capacity the "Agent") for the Banks referred to below; and (d) FLEET NATIONAL
BANK 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, 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 in order to modify the investment covenant thereof; 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
modification;
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:
ss.1. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following new defined term in the appropriate place in the alphabetical
order thereof:
"Consolidated Tangible Net Worth. The excess of Consolidated
Tangible Assets over Consolidated Total Liabilities."
(b) Section 8.3 of the Credit Agreement is hereby amended by deleting
clause (n) thereof in its entirety and by replacing it with the following:
"(n) Investments other than as permitted by clauses (a) through
(m) above; provided that the aggregate amount of all such Investments at
any time outstanding shall not exceed three and one-half percent (3.5%)
of Consolidated Tangible Net Worth at such time."
ss.2. Guarantors' Consent. Each of the Guarantors hereby consents to
the amendments 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.
ss.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.
ss.4. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the satisfaction of the condition that this Amendment shall
have been duly executed and delivered by the Borrower, each Guarantor, the Agent
and the Majority Banks.
ss.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.
ss.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.
ss.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.
ss.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: ROGERS CORPORATION
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President and
Treasurer
Guarantors: ROGERS L-K CORP.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President and
Treasurer
TL PROPERTIES, INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President and
Treasurer
ROGERS SPECIALTY MATERIALS
CORPORATION
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer
and Secretary
ROGERS JAPAN INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer
and Secretary
ROGERS SOUTHEAST ASIA, INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President and
Treasurer
ROGERS TAIWAN, INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President and
Treasurer
ROGERS KOREA, INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer
and Secretary
ROGERS TECHNOLOGIES
SINGAPORE, INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer
and Secretary
ROGERS CIRCUIT MATERIALS
INCORPORATED
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer
and Secretary
ROGERS CHINA, INC.
By: /s/Robert M. Soffer
---------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer
and Secretary
Agent and Banks: FLEET NATIONAL BANK,
individually and as Agent
By: /s/ JGO'Donnell
---------------------------------
Name: Janet G. O'Donnell
Title: Managing Director
CITIZENS BANK OF CONNECTICUT
By: /s/Pat D Donnelly
---------------------------------
Name: Patricia D. Donnelly
Title: Vice President