a6021513_ex101.htm


    


    EXHIBIT
10.1

     

    CONFIDENTIAL
TREATMENT REQUESTED.  CONFIDENTIAL PORTIONS OF THE DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION.

     

    


    AMENDMENT
TO

    ASSET
PURCHASE AGREEMENT

     

    THIS AMENDMENT TO ASSET PURCHASE
AGREEMENT is made and entered into as of the 30th day of
April, 2009 (this “Amendment”) by and
among by and among MTI Global Inc., a corporation organized under the laws of
the province of Ontario, Canada (“MTI”) with offices at
7381 Pacific Circle, Mississauga, Ontario, Canada L5T 2A4, MTI Specialty
Silicones Inc., a Delaware corporation (“MTI Silicones”) with
offices at 8020 Whitepine Road, Richmond VA 23237, MTI Leewood GmbH, a
corporation organized under the laws of Germany with offices at Walter-Geerdes-Straβe 22, 28307,
D-28307 Bremen, Germany (“MTI Leewood Germany”)
(MTI, MTI Silicones and MTI Leewood Germany are each referred to herein,
individually, as a “Seller” and,
collectively, as the “Sellers”), and Rogers
Corporation, a Massachusetts corporation with offices at One Technology Drive,
Rogers, CT 06263 (“Rogers” and, together
with such subsidiary or subsidiaries of Rogers which Rogers prior to the Closing
may designate to acquire some or all of the Acquired Assets directly from
Sellers pursuant hereto, the “Buyer”).

     

    WITNESSETH:

     

    WHEREAS, Sellers and Buyer
entered into an Asset Purchase Agreement made as of March 23, 2009 (the “Purchase Agreement”)
(capitalized terms not otherwise defined herein have the same meanings ascribed
to such terms in the Purchase Agreement); and

     

    WHEREAS, the parties hereto
desire to amend certain terms of the Purchase Agreement, as described below, by
entering into this Amendment.

     

    NOW, THEREFORE, the parties,
in consideration of the mutual promises and other consideration set forth below,
the receipt and adequacy of which hereby is acknowledged, and intending to be
legally bound hereby, do represent, warrant, covenant and agree as
follows:

     

    1.           The
third last paragraph in Section 2.01 of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following:

     

    In order
to effect the foregoing, Sellers shall execute and deliver to Buyer at the
Closing a Bill of Sale in the form of Exhibit B hereto.
Except as otherwise set forth or disclosed herein, all the Acquired Assets are,
and at the Closing Date will be, located at the facilities of MTI Silicones in
Richmond, Virginia, of MTI Leewood Germany in Bremen, Germany, and of MTI
Leewood AB in Skogas, Sweden.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.           Section
2.02(a) of the Purchase Agreement is hereby deleted in its entirety and replaced
with the following:

    


    (a)           [*](collectively,
the “Retained
Business”).


    


    3.           Section
3.01 of the Purchase Agreement is hereby deleted in its entirety and replaced
with the following:

     

    3.01.           Amount and Payment of the
Purchase Price.  In consideration for the Acquired Assets,
Rogers shall pay to the Sellers the aggregate amount of Seven Million Four
Hundred Thousand Dollars (US$7,400,000.00) (the “Purchase Price”),
payable as follows:

    


    (a)           Three
Million One Hundred Ninety-Two Thousand Five Hundred Sixty-Eight Dollars
(US$3,192,568.00) with respect to the Richmond Business, which shall be paid by
wire transfer on the Closing Date to the account(s) specified by MTI Silicones
in writing;

    


    (b)           Three
Million Five Hundred Fifty-Five Thousand Four Hundred Thirty-Two Dollars
(US$3,557,432.00) with respect to the Leewood Business, the Euro equivalent of
which (determined using the exchange rate published by the Wall Street Journal
as of 5:00 p.m. (Eastern time) on the third Business Day prior to the Closing
Date) shall be paid
by wire transfer not less than two Business Days prior to the Closing Date to
the account(s) specified by MTI Leewood Germany in writing; and

    


    (c)           Six
Hundred Fifty Thousand Dollars (US$650,000.00), which shall be paid over to an
escrow agent to be held as provided for in Section 8.03 below.

    


    4.           Sections
5.02(m) and 5.07 of the Purchase Agreement are hereby deleted in their
entirety.

    


    5.           Section
5.02(r) of the Purchase Agreement is hereby amended by replacing the reference
to “Vendor” with “Purchaser”.

    


    6.           Section
5.09 is hereby deleted in its entirety.

    


    7.           Exhibit I to the
Purchase Agreement is hereby amended by deleting “American Gasket storage
contract (if desired by Buyer)” therefrom and by inserting the following under
the heading “Auto rental leases”:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          License
      Plate No.

                                        	
                                          Type
      of Vehicle

                                        	
                                          Expiry
      Date

                                           

                                        	 
	 	
                                          [*]

                                        	
                                          [*]

                                        	
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    8.           Exhibit J to the
Purchase Agreement is hereby amended by deleting “[*]” therefrom.

     

    [*] CONFIDENTIAL TREATMENT
REQUESTED

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           The
Class B Schedule
Updates appended to this Amendment are hereby deemed to be attached to
and a part of the Disclosure Schedule.  The Class A Schedule
Updates appended to this Amendment are hereby deemed delivered subject to
Section 5.06 of the Purchase Agreement.

     

    10.           Rogers
hereby designates Rogers GmbH as the purchaser of the Leewood
Business.

     

    11.           The
terms and conditions set forth in this Amendment shall be deemed a part of the
Purchase Agreement for all purposes. In the event of a conflict or inconsistency
between the terms and conditions set forth in this Amendment and those set forth
in the corresponding terms of the Purchase Agreement, the terms and conditions
of this Amendment shall prevail.  Except as provided in this
Amendment, the Purchase Agreement shall remain unchanged and in full force and
effect and shall be unaffected hereby.  This Amendment (including all
appendices hereto), when read in conjunction with the Purchase Agreement
(including the Disclosure Schedule and all Exhibits thereto), constitutes the
entire agreement among the parties with respect to the subject matter contained
herein and therein, and supersedes and replaces all prior agreements, whether
written or oral, with respect to such subject matter.  This Amendment
shall not constitute a waiver, amendment or modification of any other provision
of the Purchase Agreement not expressly referred to herein.  From and
after the date hereof, all references made in the Purchase Agreement to the
“Agreement” shall be deemed references to the Purchase Agreement as amended by
this Amendment.

     

    12.           This
Amendment may be executed in any number of counterparts, each of which shall be
an original, and all of which, when taken together, shall constitute one
agreement.  Delivery of an executed signature page of this Amendment
by facsimile transmission or as an attachment to an electronic mail message in
“pdf” or similar format shall be effective as delivery of a manually executed
counterpart hereof.

     

     

    


    [Signature
Page Follows on Next Page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, each of the parties
hereto has caused this Amendment to be executed as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	 
      	SELLERS:	
                                                                                                               

                                                                                                            	 
	 	 	 	 	 
	 	 	MTI
      Global Inc. 	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	
                                                                                                              By:

                                                                                                            	
                                                                                                              /s/
      William J. Neill

                                                                                                            	 
	 	 	Print
      Name: 	William
      J. Neill 	 
	 	 	Title: 	President
      and CEO 	 
	 	 	 	 	 
	
                                                                                                                

                                                                                                            	 	MTI
      Specialty Silicones Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	By: 
      	
                                                                                                              /s/
      William J. Neill

                                                                                                            	 
	 	 	Print
      Name:  	William
      J. Neill 	 
	 	 	Title: 	President
      and CEO 	 
	 	 	 	 	 
	
                                                                                                               

                                                                                                            	 	MTI
      Leewood GmbH	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	
                                                                                                              /s/
      William J. Neill

                                                                                                            	 
	 	 	Print
      Name: 	William
      J. Neill 	 
	 	 	Title:  	Managing
      Director 	 
	 	 	 	 	 
	
                                                                                                               

                                                                                                            	BUYER: 
      	
                                                                                                               

                                                                                                            	 
	 	 	 	 	 
	 
      	 	Rogers
      Corporation  	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	
                                                                                                              By:

                                                                                                            	
                                                                                                              /s/ Peter G. Kaczmarek

                                                                                                            	 
	 	 	Print
      Name:  	

                                                                                                              Peter
      G. Kaczmarek 

                                                                                                            	 
	 	 	Title:	

                                                                                                              Vice
      President, High Performance
Foams
      and Information Technology