-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FoSFWiW0JmBcmBMiNuoTox1NK7moqft4AnQ1iSDFoGTcL/z5ewLCSNyd40KfBFW/ R5urJbgOaqETQya6TjilNA== 0001157523-08-005093.txt : 20080619 0001157523-08-005093.hdr.sgml : 20080619 20080619145431 ACCESSION NUMBER: 0001157523-08-005093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080617 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080619 DATE AS OF CHANGE: 20080619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 08907611 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 860-779-5756 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 8-K 1 a5713879.txt ROGERS CORP. 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 17, 2008 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188 (Address of Principal Executive Offices and Zip Code) (860) 774-9605 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c)) ================================================================================ Item 1.01 Entry into a Material Definitive Agreement. On June 17, 2008, Rogers Corporation (the "Registrant"), together with its affiliates Rogers Technologies (Barbados) SRL, Rogers (China) Investment Co., Ltd., Rogers N.V., and Rogers Technologies (Suzhou) Co. Ltd. entered into Amendment No. 2 to the Multicurrency Revolving Credit Agreement (the "Second Amendment") to its existing Multicurrency Revolving Credit Agreement with RBS Citizens, National Association, a successor in interest to Citizens Bank of Connecticut (the "Bank") which closed on November 13, 2006, as amended by Amendment No. 1 to the Multicurrency Revolving Credit Agreement dated as of November 10, 2007 (collectively, the "Credit Agreement"). The Second Amendment removed Rogers Technologies (Barbados) SRL, Rogers (China) Investment Co., Ltd., Rogers N.V., and Rogers Technologies (Suzhou) Co. Ltd. as borrowers under the Credit Agreement and, as such, the Registrant is now the sole borrower. The revolving credit notes provided for by the Credit Agreement, one for a five-year revolving multi-currency credit facility of $75,000,000 (Revolving Credit Facility A), which expires on November 13, 2011 and one for a revolving multi-currency credit facility of $25,000,000, which expires in November of 2008, although it is expected to be renewed annually (Revolving Credit Facility B), were both amended and restated to reflect the removal of the former borrowers. Additionally, and in connection with the Second Amendment, the Registrant entered into a Securities Pledge Agreement (the "Securities Pledge Agreement") dated as of June 17, 2008 with the Bank, granting a security interest in 6,500 common shares of Rogers Technologies (Barbados) SRL and 97,500 common shares of Rogers N.V., which, in each case, represents 65% of the issued and outstanding shares in each company. In addition, certain of the Registrant's operating subsidiaries, including Rogers Specialty Materials Corporation, Rogers Japan Inc., Rogers Southeast Asia, Inc., Rogers Taiwan, Inc., Rogers Korea, Inc., Rogers Technologies Singapore, Inc., and Rogers Circuit Materials Incorporated entered into a Guaranty Confirmation Agreement ("Guaranty Confirmation Agreement") dated as of June 17, 2008, which confirmed their prior Guaranty for the obligations of the borrower pursuant to the Credit Agreement in favor of the Bank. The preceding descriptions of the terms of the Second Amendment, Securities Pledge Agreement, and Guaranty Confirmation Agreement are qualified in their entirety by the actual agreements which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 "Entry into a Material Definitive Agreement" is hereby incorporated by reference into this Item 2.03. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description - ----------- ----------- 10.1 Amendment No. 2 dated June 17, 2008 to Multicurrency Revolving Credit Agreement with RBS Citizens, National Association, filed herewith. 10.2 Securities Pledge Agreement dated as of June 17, 2008 with RBS Citizens, National Association, filed herewith. 10.3 Guaranty Confirmation Agreement by Rogers KF, Inc., Rogers Specialty Materials Corporation, Rogers Japan Inc., Rogers Southeast Asia, Inc., Rogers Taiwan, Inc., Rogers Korea, Inc., Rogers Technologies Singapore, Inc., and Rogers Circuit Materials Incorporated, dated June 17, 2008, filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROGERS CORPORATION By: /s/ Dennis M. Loughran -------------------------------- Dennis M. Loughran Vice President, Finance and Chief Financial Officer Date: June 17, 2008 EX-10.1 2 a5713879ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY 1 AMENDMENT NO. 2 --------------- TO MULTICURRENCY REVOLVING CREDIT AGREEMENT ------------------------------------------- AMENDMENT NO. 2 TO MULTICURRENCY REVOLVING CREDIT AGREEMENT (this "Amendment Agreement") dated as of June 17, 2008, by and among Rogers Corporation, a Massachusetts corporation having its principal place of business at One Technology Drive, Rogers, Connecticut 06263 ("Rogers US"), Rogers Technologies (Barbados) SRL, a corporation organized and existing under the laws of Barbados having its principal place of business at Fidelity House, Wildey Business Park, St. Michael, Barbados ("Rogers Barbados"), Rogers (China) Investment Co., Ltd., a corporation organized and existing under the laws of the People's Republic of China having its principal place of business at 338 Shenshu Road, Suzhou Industrial Park, Suzhou, People's Republic of China 215122 ("Rogers China"), Rogers N.V., a corporation organized and existing under the laws of Belgium having its principal office at Afrikalaan 188, B-9000, Gent, Belgium ("Rogers Belgium"), Rogers Technologies (Suzhou) Co. Ltd., a corporation organized and existing under the laws of the People's Republic of China having its principal place of business at 399 Suhong Zhong Road, Suzhou Industrial Park, Suzhou, People's Republic of China 215122 ("Rogers Suzhou"; Rogers US, Rogers Barbados, Rogers China, Rogers Belgium and Rogers Suzhou are hereinafter collectively referred to as the "Rogers Entities"), and RBS Citizens, National Association (the "Bank"), a national banking association with offices at 90 State House Square, 10th Floor, Hartford, Connecticut 06103, successor in interest to Citizens Bank of Connecticut, amending a certain Multicurrency Revolving Credit Agreement dated as of November 13, 2006 as amended by Amendment No. 1 to Multicurrency Revolving Credit Agreement dated as of November 10, 2007 (as amended from time to time the "Credit Agreement"). WITNESSETH WHEREAS, pursuant to the terms of the Credit Agreement, the Bank has made certain credit facilities available to the Rogers Entities; and WHEREAS, the Rogers Entities have requested that the Bank amend certain terms of the Credit Agreement in certain respects; and WHEREAS, the Bank is willing to amend certain terms of the Credit Agreement in accordance with the terms hereof. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ss.1. Definitions. Capitalized terms used herein without definition that are defined in the Credit Agreement shall have the same meanings herein as therein. ss.2. Ratification of Existing Agreements. All of the Rogers Entities' obligations and liabilities to the Bank as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Loan Documents, except as otherwise modified in this Amendment Agreement upon the terms set forth herein, are, by each of the Rogers Entities' execution of this Amendment Agreement, ratified and confirmed in all respects. In addition, by each Rogers Entity's execution of this Amendment Agreement, each Rogers Entity represents and warrants that no counterclaim, right of set-off, right of recoupment, or defense of any kind exists or is outstanding with respect to such obligations and liabilities. Each of the Rogers Entities acknowledges and agrees that this Amendment Agreement shall be included in the definition of Loan Documents under the Credit Agreement. 1 ss.3. Representations and Warranties. Each of the Rogers Entities hereby represents and warrants to the Bank as follows: (a) All of the representations and warranties made by any of the Rogers Entities in the Credit Agreement, the Notes and the other Loan Documents are true and correct on the date hereof as if made on and as of the date hereof, except to the extent that any of such representations and warranties relate by their terms to a prior date and for matters previously disclosed to the Bank in writing. (b) No Event of Default under and as defined in the Credit Agreement or any of the Loan Documents has occurred and is continuing on the date hereof. ss.4. Conditions Precedent. The effectiveness of the amendments contemplated hereby shall be subject to the satisfaction on or before the date hereof of each of the following conditions precedent: (a) Representations and Warranties. All of the representations and warranties made by the Rogers Entities herein, whether directly or incorporated by reference, shall be true and correct on the date hereof, except as provided in ss.3(a) hereof. (b) Performance; No Event of Default. The Rogers Entities shall have performed and complied in all material respects with all terms and conditions herein required to be performed or complied with by them prior to or at the time hereof, and there shall exist no Event of Default or condition which, with either or both the giving of notice or the lapse of time, would result in an Event of Default upon the execution and delivery of this Amendment Agreement. (c) Delivery. Rogers US, Rogers Barbados, Rogers China, Rogers Belgium and Rogers Suzhou shall each have executed and delivered this Amendment Agreement, and Rogers US shall have executed and delivered an Amended and Restated Revolving Note A, an Amended and Restated Revolving Note B, a Guaranty Confirmation signed by all Guarantors, a Securities Pledge Agreement and all documents, instruments, and agreements reasonably required by the Bank in connection with any of the foregoing (collectively, together with the Amendment Agreement, the "Documents"). (d) Corporate Action. The Bank shall have received a copy of the resolutions, in form and substance reasonably satisfactory to Bank, of the Board of Directors (or other governing body) or sole shareholder of each of the Rogers Entities authorizing the execution, delivery and performance of the Documents, as appropriate. 2 (e) Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Amendment Agreement and the Documents shall be satisfactory in substance and form to the Bank, and the Bank shall have received all information and such counterpart originals or certified or other copies of such documents as it may request. (f) Good Standing Certificates. The Bank shall have received a good standing certificate for Rogers US, Rogers Barbados and Rogers Belgium dated not more than sixty (60) days prior to the date hereof, issued by the appropriate governmental authority of each Rogers Entity's jurisdiction of organization. (g) Incumbency Certificates. The Bank shall have received a certificate of the Secretary or an Assistant Secretary (or comparable officer) of each of the Rogers Entities, in form and substance reasonably satisfactory to the Bank, as to the incumbency and signature of each officer executing any of the Documents, together with evidence of the incumbency of such Secretary, Assistant Secretary or comparable officer; the Bank acknowledges that a certificate indicating no changes in incumbency since November 10, 2006 for any entity will be satisfactory to the Bank. ss.5. Amendments to the Credit Agreement. (a) The Preamble to the Credit Agreement is hereby amended and restated in its entirety as follows: "This MULTICURRENCY REVOLVING CREDIT AGREEMENT is made as of November 13, 2006, by and between Rogers Corporation, a Massachusetts corporation having its principal place of business at One Technology Drive, Rogers, Connecticut 06263 (hereinafter referred to as "Rogers US" or the "Borrower") and RBS Citizens National Association (the "Bank"), a National Banking Association with offices at 90 State House Square, 10th Floor, Hartford, Connecticut 06103, as successor in interest to Citizens Bank of Connecticut." (b) Following the execution and delivery of this Amendment Agreement and satisfaction of all of the conditions precedent set forth in Section 4, Rogers Barbados, Rogers China, Rogers Belgium, and Rogers Suzhou will no longer be parties to the Credit Agreement. (c) All references in the Credit Agreement to "the Borrowers", "any Borrower", "each Borrower", "such Borrower", or words of similar import shall be deemed to refer to Rogers US. ss.6. No Waiver by Bank. Except as otherwise expressly provided for herein, nothing in this Amendment Agreement shall extend to or affect in any way the Rogers Entities' obligations or the Bank's rights and remedies arising under the Credit Agreement or the other Loan Documents, and the Bank shall not be deemed to have waived any of its remedies with respect to any Event of Default or event or condition which, with notice or the lapse of time, or both, would become an Event of Default and which upon the Rogers Entities' execution and delivery of this Amendment Agreement might otherwise exist or which might hereafter occur. 3 ss.7. Expenses. Rogers US agrees to pay to the Bank upon demand (a) an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees) incurred in the preparation of this Amendment Agreement and related matters and (b) from time to time any and all out-of-pocket costs or expenses (including field examination fees and legal fees and disbursements) hereafter incurred or sustained by the Bank in connection with the administration of credit extended by the Bank to Rogers US or the preservation of or enforcement of the Bank's rights under the Credit Agreement, the Notes or the other Loan Documents or in respect of any of the other obligations to the Bank. ss.8. Miscellaneous. (a) This Amendment Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts as an instrument under seal. (b) Except as otherwise expressly provided by this Amendment Agreement, all of the respective terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment Agreement and the Credit Agreement be read and construed as one instrument, and all references in the Loan Documents to the Credit Agreement shall hereafter refer to the Credit Agreement, as amended by this Amendment Agreement. (c) This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart. [Remainder of Page Intentionally Left Blank] 4 IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed in its name and behalf by its duly authorized officer as of the date first written above. RBS CITIZENS, NATIONAL ASSOCIATION By: /s/ Gary W. Burdick ----------------------------------------- Print Name: Gary W. Burdick --------------------------------- Title: Senior Vice President -------------------------------------- ROGERS CORPORATION By: /s/ Robert D. Wachob ----------------------------------------- Print name: Robert D. Wachob --------------------------------- Title: President and Chief Executive Officer -------------------------------------- ROGERS TECHNOLOGIES (BARBADOS) SRL By: /s/ Dennis M. Loughran ----------------------------------------- Print name: Dennis M. Loughran --------------------------------- Title: Manager ------------------------------------- ROGERS (CHINA) INVESTMENT CO., LTD. By: /s/ Robert D. Wachob ----------------------------------------- Print name: Robert D. Wachob --------------------------------- Title: Director -------------------------------------- ROGERS N.V. By: /s/ Dennis M. Loughran ----------------------------------------- Print name: Dennis M. Loughran --------------------------------- Title: Director -------------------------------------- 5 ROGERS TECHNOLOGIES (SUZHOU) CO. LTD. By: /s/ Robert D. Wachob ----------------------------------------- Print name: Robert D. Wachob --------------------------------- Title: Director -------------------------------------- 6 EXECUTION COPY AMENDED AND RESTATED -------------------- REVOLVING CREDIT NOTE A ----------------------- $75,000,000.00 June 17, 2008 FOR VALUE RECEIVED, the undersigned Rogers Corporation, a Massachusetts corporation (the "Borrower"), hereby promises to pay to the order of RBS Citizens, National Association (the "Bank"), a national banking association, successor in interest to Citizens Bank of Connecticut, at the Bank's Head Office at 90 State House Square, 10th Floor, Hartford, Connecticut 06103: (a) prior to or on the Revolving Credit A Maturity Date, the principal amount of SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) or, if less, the aggregate unpaid principal amount of Loans advanced by the Bank to the Borrower under Revolving Credit Facility A pursuant to the Multicurrency Revolving Credit Agreement dated as of November 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the "Credit Agreement"), among the Borrower and the Bank; and (b) interest on the principal balance hereof from time to time outstanding, from the Closing Date under the Credit Agreement through and including the repayment in full hereof and termination of all commitments under the Credit Agreement, at the times and at the rates set forth in the Credit Agreement. This Revolving Credit Note A (the "Note") evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Credit Agreement. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Borrower irrevocably authorizes the Bank to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Bank with respect to any Loans shall be prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrower hereunder or under the Credit Agreement to make payments of principal of and interest on this Note when due. 1 The Borrower has the right in certain circumstances and the obligation in certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Borrower and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss.19 OF THE CREDIT AGREEMENT. EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. This Note amends, restates, and supersedes in its entirety that certain Revolving Credit Note A dated as of November 10, 2006 in the original principal amount of $75,000,000.00 from 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, as predecessor in interest to Bank (as amended and in effect from time to time, the "2006 Note"). This Note is in substitution for and not in repayment of the 2006 Note. Nothing contained herein shall constitute a novation of the 2006 Note. Any principal, interest, fees, costs and other sums owing under the 2006 Note on this date shall be deemed due and owing under this Note. 2 This Note shall be deemed to take effect as a sealed instrument under the laws of The Commonwealth of Massachusetts. [Signature on next page] 3 IN WITNESS WHEREOF, the undersigned have caused this Revolving Credit Note to be signed in their corporate names by their duly authorized officers as of the day and year first above written. ROGERS CORPORATION By: /s/ Dennis M. Loughran ---------------------------- Vice President-Finance and Chief Financial Officer 4 Amount of Balance of Amount Principal Paid Principal Notation Date of Loan or Prepaid Unpaid Made By: - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- 5 EXECUTION COPY AMENDED AND RESTATED -------------------- REVOLVING CREDIT NOTE B ----------------------- $25,000,000.00 June 17, 2008 FOR VALUE RECEIVED, the undersigned Rogers Corporation, a Massachusetts corporation (the "Borrower"), hereby promises to pay to the order of RBS Citizens, National Association (the "Bank"), a national banking association, successor in interest to Citizens Bank of Connecticut, at the Bank's Head Office at 90 State House Square, 10th Floor, Hartford, Connecticut 06103: (a) prior to or on the Revolving Credit B Maturity Date, the principal amount of TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) or, if less, the aggregate unpaid principal amount of Loans advanced by the Bank to the Borrower under Revolving Credit Facility B pursuant to the Multicurrency Revolving Credit Agreement dated as of November 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the "Credit Agreement"), among the Borrower and the Bank; and (b) interest on the principal balance hereof from time to time outstanding, from the Closing Date under the Credit Agreement through and including the repayment in full hereof and termination of all commitments under the Credit Agreement, at the times and at the rates set forth in the Credit Agreement. This Revolving Credit Note B (the "Note") evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Credit Agreement. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Borrower irrevocably authorizes the Bank to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Bank with respect to any Loans shall be prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrower hereunder or under the Credit Agreement to make payments of principal of and interest on this Note when due. 1 The Borrower has the right in certain circumstances and the obligation in certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Borrower and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss.19 OF THE CREDIT AGREEMENT. BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. This Note amends, restates, and supersedes in its entirety that certain Amended and Restated Revolving Credit Note B dated as of November 10, 2007 in the original principal amount of $25,000,000.00 from 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, as predecessor in interest to Bank (as amended and in effect from time to time, the "2007 Note"). This Note is in substitution for and not in repayment of the 2007 Note. Nothing contained herein shall constitute a novation of the 2007 Note. Any principal, interest, fees, costs and other sums owing under the 2007 Note on this date shall be deemed due and owing under this Note. 2 This Note shall be deemed to take effect as a sealed instrument under the laws of The Commonwealth of Massachusetts. [Signature on next page] 3 IN WITNESS WHEREOF, the undersigned have caused this Revolving Credit Note to be signed in their corporate names by their duly authorized officers as of the day and year first above written. ROGERS CORPORATION By: /s/ Dennis M. Loughran ---------------------------- Vice President-Finance and Chief Financial Officer 4 Amount of Balance of Amount Principal Paid Principal Notation Date of Loan or Prepaid Unpaid Made By: - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- - --------------- --------------- --------------- --------------- --------------- 5 EX-10.2 3 a5713879ex10_2.txt EXHIBIT 10.2 Exhibit 10.2 EXECUTION COPY SECURITIES PLEDGE AGREEMENT Securities Pledge Agreement dated as of June 17, 2008 (this "Agreement") made by Rogers Corporation, a Massachusetts corporation having its principal place of business at One Technology Drive, Rogers, Connecticut 06263 (the "Pledgor"). RECITALS: A. Rogers Technologies (Barbados) SRL, a corporation organized and existing under the laws of Barbados having its principal place of business at Fidelity House, Wildey Business Park, St. Michael, Barbados ("Rogers Barbados"), and Rogers N.V., a corporation organized and existing under the laws of Belgium having its principal office at Afrikalaan 188, B-9000, Gent, Belgium ("Rogers Belgium") (Rogers Barbados, and Rogers Belgium are sometimes referred to individually as a "Pledged Company" and collectively as the "Pledged Companies") are subsidiaries of the Pledgor. B. The Pledgor is the legal and beneficial owner of 99% of the issued and outstanding common shares of Rogers Belgium and is the legal and beneficial owner of 99% of the issued and outstanding common shares of Rogers Barbados. C. Pursuant to a certain Multicurrency Revolving Credit Agreement dated as of November 13, 2006, as amended by Amendment No. 1 to Multicurrency Revolving Credit Agreement dated as of November 10, 2007 and as amended by Amendment No. 2 (the "Second Amendment") to Multicurrency Revolving Credit Agreement dated as of the date hereof by and between the Pledgor and RBS Citizens, National Association (the "Bank"), a national banking association, (the "Credit Agreement") the Bank agreed, subject to the terms and conditions set forth therein, to extend credit to the Pledgor. D. As security for the Pledgor's obligations under the Credit Agreement, the Bank is requiring the Pledgor to grant a security interest in certain shares of the common stock of the Pledged Companies owned and held by Pledgor, which shares constitute sixty-five percent (65%) of the common stock of each of the Pledged Companies issued and outstanding as of the date hereof, the stock certificate numbers of the same being listed on attached Schedule 1 hereto. In consideration of the foregoing and other consideration, the receipt and sufficiency of which are hereby acknowledged by the Pledgor, the Pledgor agrees as follows: ARTICLE 1 INTERPRETATION Section 1.1 Capitalized Terms. All capitalized terms used but not otherwise defined in this Agreement shall have the meanings attributed to them in the Credit Agreement. Section 1.2 Amendments, Restatements, etc. All references to agreements (including this Agreement) and to other documents or instruments herein shall be deemed to refer to that agreement, document or instrument as the same may be amended, restated, supplemented or otherwise modified from time to time. 1 Section 1.3 Laws, Statutes, etc. All references to laws, statutes, acts or regulations in this Agreement shall be deemed to refer to the same as such may be amended, restated, supplemented or otherwise modified and in force from time to time. Section 1.4 Recitals. Each of the Recitals and Schedule 1 shall, for all purposes hereof, form an integral part of this Agreement. ARTICLE 2 SECURITY Section 2.1 Pledge. (1) The Pledgor hereby assigns, mortgages, charges, hypothecates and pledges to the Bank, and grants a security interest in the securities in the capital of the Pledged Companies described on Schedule 1 hereto and hereby deposits with the Bank any and all security certificates evidencing such securities (collectively, together with the securities referred to in Sections 2.1(2) and 2.3(3), the "Securities") upon and subject to the terms hereof. (2) The Securities shall include any substitutions therefor, additions thereto or proceeds thereof, arising out of any consolidation, subdivision, reclassification, stock dividend or similar increase or decrease in or alteration of the capital of the Pledged Companies or any other event. (3) The Securities endorsed in blank for transfer shall forthwith be delivered to and remain in the custody of the Agent or its nominee to be held by the Agent or its nominee for the benefit of the Bank, as general and continuing collateral security for the payment and performance of the Obligations. Any or all Securities may, at the option of the Bank, be registered in the name of the Bank or its nominee. The Pledgor covenants to deliver such stock powers and similar documents with respect to the Securities as the Bank or its nominee may reasonably from time to time request, satisfactory in form and substance to the Bank. If the constating documents of either of the Pledged Companies restrict the transfer of the Securities, then the Pledgor shall also deliver to the Bank a certified copy of a resolution of the directors or shareholders of the relevant Pledged Companies consenting to the transfer(s) contemplated by this Pledge. Section 2.2 Obligations Secured. (1) The assignments, mortgages, charges, hypothecations and pledges granted hereby (collectively, the "Pledge") secure the payment and the performance by the Pledgor of the Obligations. (2) All expenses, costs and charges incurred by or on behalf of the Bank in connection with, the preservation of the Pledge or the realization of the Securities, including all legal fees, court costs, receiver's or agent's remuneration and other expenses of taking possession of, protecting, insuring, preparing for disposition, realizing, registering, collecting, selling, transferring, delivering, enforcing or obtaining payment of the Securities shall be added to and form a part of the Obligations. Section 2.3 Attachment. (1) The Pledgor and the Bank hereby acknowledge that (i) value has been given by the Bank to the Pledgor; (ii) the Pledgor has rights in the Securities; (iii) the Pledgor has not agreed to postpone the time of attachment of the Pledge; and (iv) the Pledgor has received a duplicate original copy of this Agreement. (2) If the Securities are now or at any time hereafter become evidenced in whole or in part by uncertificated securities registered or recorded in records maintained by or on behalf of a Pledged Company in the name of a clearing agency or a custodian or of a nominee of either, the Pledgor shall, at the request of the Bank, cause the Pledge to be entered in the records of the clearing agency. 2 (3) If the Pledgor acquires any certificates evidencing the Securities not already delivered to the Bank after the date hereof, the Pledgor will, forthwith upon receipt by the Pledgor, deliver to the Bank such certificates and shall, at the request of the Bank: (i) cause the transfer thereof to the Bank to be registered wherever, in the opinion of the Bank, such registration may be required or advisable; (ii) duly endorse the same for transfer in blank or as the Bank may direct; and (iii) forthwith deliver to the Bank any and all consents or other instruments or documents which may be necessary to effect the transfer of the Securities to the Bank or any third party, as the Bank may direct. Section 2.4 Bank's Care and Custody of Securities. (1) The Bank shall not be bound to collect, dispose of, realize, protect or enforce any of the Pledgor's right, title and interest in and to the Securities, to institute proceedings for the purpose thereof or to take any steps necessary to preserve rights against prior parties in respect thereof. (2) The Bank need not see to the collection of dividends on or exercise any option or right in connection with the Securities and need not protect or preserve them from any loss of value and is hereby released from all responsibility for loss of value. The Bank shall be bound to exercise in the keeping of the Securities only the same degree of care as it would exercise with respect to its own securities kept at the same place. Section 2.5 Rights of the Pledgor. (1) Until (i) an Event of Default has occurred and is continuing, (ii) the Pledge has become enforceable, and (iii) the Bank has delivered written notice to the Pledgor suspending the Pledgor's right to vote the Securities, the Pledgor shall be entitled to vote the Securities and to receive all dividends, payments or other distributions in respect thereof. (2) Except as otherwise provided in the Loan Documents, whenever the Pledge has become enforceable and the Bank has delivered written notice to the Pledgor suspending the Pledgor's right to vote the Securities, all rights of the Pledgor to exercise the voting and other rights or to receive the dividends, payments and other distributions it would otherwise be entitled to exercise or receive shall cease, and all such rights shall thereupon become vested solely and absolutely in the Bank. (3) Any dividends, payments or other distributions received hereunder by (i) the Bank prior to the Pledge becoming enforceable in accordance with Section 2.5(1); or (ii) the Pledgor contrary to Section 2.5(2) or any other moneys or other property which may be received by the Pledgor at any time for or in respect of the Securities contrary thereto shall, in each case, be received by such party as trustee for the party entitled hereunder to receive such amounts and shall be forthwith paid over thereto. ARTICLE 3 ENFORCEMENT Section 3.1 Default. The Pledge shall be and become enforceable against the Pledgor following the occurrence and during the continuance of an Event of Default. Section 3.2 Remedies. Whenever the Pledge has become enforceable, the Bank may at any time, in its sole discretion, realize upon or otherwise dispose of or contract to dispose of the Securities by sale, transfer or delivery or may exercise and enforce all rights and remedies of a holder of the Securities as if the Bank were the absolute owner thereof (including, if necessary, causing the Securities to be registered in the name of the Agent or its nominee), without demand of performance or other demand, advertisement or notice of any kind to or upon the Pledgor and any such remedy may be exercised separately or in combination and shall be in addition to and not in substitution for any other rights the Bank, or either of them, may have, however created. The Bank shall not be bound to exercise any such right or remedy, and the exercise of such rights and remedies shall be without prejudice to the rights of the Bank in respect of the Obligations. 3 Section 3.3 Appointment of Attorney. The Pledgor hereby irrevocably appoints the Bank (and any officer thereof) as attorney of the Pledgor (with full power of substitution) to exercise in the name of and on behalf of the Pledgor at any time after the Pledge has become enforceable any of the Pledgor's right (including the right of disposal), title and interest in and to the Securities, including the execution, endorsement, delivery and transfer of the Securities to the Bank, their respective nominees or transferees, and the Bank and its respective nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of ownership with respect to the Securities at any time after the Pledge has become enforceable to the same extent as the Pledgor might do. The power of attorney herein granted is in addition to, and not in substitution for, any stock power of attorney delivered by the Pledgor and such powers of attorney may be relied upon by the Bank severally or in combination. All acts of any such attorney are hereby ratified and approved, and such attorney shall not be liable for any act, failure to act or any other matter or thing in connection therewith, except for its own negligence or willful misconduct. Section 3.4 Dealing with the Securities and the Pledge. (1) The Bank shall not be obliged to exhaust its recourse against the Pledgor or any other Person or Persons or against any other security or guarantees it may hold in respect of the Obligations before realizing upon or otherwise dealing with the Securities in such manner as it may consider desirable. (2) The Bank may grant extensions or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Pledgor and with other parties, sureties or securities as the Bank may see fit without prejudice to the Obligations or the rights of the Bank in respect of the Securities. (3) The Bank shall not be (i) liable or accountable for any failure to collect, realize or obtain payment in respect of the Securities; (ii) bound to institute proceedings for the purpose of collecting, enforcing, realizing or obtaining payment of the Securities or for the purpose of preserving any rights of the Bank, the Pledgor or any other parties in respect thereof; (iii) responsible for any loss occasioned by any sale or other dealing with the Securities or by the retention of or failure to sell or otherwise deal therewith, other than loss occasioned by gross negligence or wilful misconduct; or (iv) bound to protect the Securities from depreciating in value or becoming worthless. Section 3.5 Standards of Sale. Without prejudice to the ability of the Bank to dispose of the Securities in any other manner which is commercially reasonable, the Pledgor acknowledges that a disposition of Securities by the Bank which takes place substantially in accordance with the following provisions shall be deemed to be commercially reasonable: (a) Securities may be disposed of in whole or in part; (b) Securities may be disposed of by public sale, private contract or otherwise, with or without advertising and without any other formality, except as required by law; (c) if permitted by law, any purchaser of such Securities may be the Bank or a customer of the Bank; 4 (d) any sale conducted by the Bank shall be at such time and place, on such notice and in accordance with such procedures as the Bank, in its sole discretion, may deem advantageous; (e) Securities may be disposed of in any manner and on any terms necessary to avoid violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of the Securities) or in order to obtain any required approval of the disposition (or of the resulting purchase) by any governmental or regulatory authority or official; (f) a disposition of Securities may be on such terms and conditions as to credit or otherwise as the Bank, in its sole discretion, may deem advantageous; and (g) the Bank may establish an upset or reserve bid or price in respect of the Securities. Section 3.6 Application of Moneys. Any proceeds of the Securities may be held in lieu of the Securities realized upon and may, as and when the Bank sees fit, be applied or appropriated as the Bank may elect on account of the Obligations and the balance, if any, shall be paid to the Pledgor or as a court of competent jurisdiction may direct. If there shall be a deficiency after such application, then the Pledgor shall remain liable for such deficiency and shall pay the amount of such deficiency to the Bank forthwith. Section 3.7 Dealings by Third Parties. (1) No person dealing with the Bank or its agent or a receiver shall be required to determine (i) whether the Pledge has become enforceable; (ii) whether the powers which the Bank or its agent is purporting to exercise have become exercisable; (iii) whether any money remains due to the Bank by the Pledgor; (iv) the necessity or expediency of the stipulations and conditions subject to which any sale shall be made; (v) the propriety or regularity of any sale or of any other dealing by the Bank with the Securities; or (vi) to see to the application of any money paid to the Bank. (2) Any purchaser of Securities from the Bank shall hold the Securities absolutely, free from any claim or right of whatever kind, including any equity of redemption, of the Pledgor, which it hereby specifically waives (to the fullest extent permitted by law) as against any such purchaser, all rights of redemption, stay or appraisal which the Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. ARTICLE 4 REPRESENTATIONS AND WARRANTIES Section 4.1 Representations and Warranties. The Pledgor represents and warrants to the Bank that: (a) Schedule 1 correctly sets forth the percentage of the issued and outstanding securities of each class of the equity interests of the Pledged Companies represented by such Securities; (b) the Securities have been duly and validly authorized and issued by each Pledged Company and are fully paid and nonassessable; 5 (c) except for the security interests granted hereunder the Pledgor (i) is and, subject to any transfers made in compliance with this Agreement or the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Securities indicated on Schedule 1, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Securities, other than Liens created by this Agreement, and transfers made in compliance with this Agreement, and (iv) will cause any and all Securities, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Bank and pledged or assigned hereunder; (d) except for restrictions and limitations imposed by the Loan Documents, the constating documents of each Pledged Company, or securities laws generally, the Securities are and will continue to be freely transferable and assignable, and none of the Securities are or will be subject to any option, right of first refusal or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Bank of rights and remedies hereunder; (e) the Pledgor (i) has the power and authority to pledge the Securities pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever; (f) no consent or approval of any governmental authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); (g) subject to any security interests granted under, when any certificates evidencing Securities are delivered to the Bank in accordance with this Agreement, the Bank will obtain a legal, valid and perfected first-priority lien upon and security interest in the Securities as security for the payment and performance of the Obligations; and (h) the pledge effected hereby is effective to vest in the Bank the rights of the Bank in the Securities as set forth herein. ARTICLE 5 GENERAL Section 5.1 Discharge. This Pledge shall be released and discharged upon, but only upon (i) the irrevocable and unconditional payment in full of the Obligations under the Credit Agreement and the other Loan Documents; and (ii) the request in writing for such discharge. Upon such release and discharge, the Bank shall deliver the Securities to the Pledgor with all powers of attorney or transfers duly signed so as to permit completion of the transfer of the Securities of the Pledgor. Upon request in writing by, and at the expense of, the Pledgor, the Bank shall execute and deliver to the Pledgor such deeds, releases, discharges or other instruments as shall be reasonably required to evidence the discharge and release of this Pledge and the security interest hereby constituted. Section 5.2 No Representations, etc. There are no other representations, collateral agreements, covenants or conditions with respect to this Agreement or affecting the Pledgor's liability hereunder other than as referenced in this Agreement or as contained in the Credit Agreement and the other Loan Documents. 6 Section 5.3 No Merger, etc. No judgment recovered by the Agent shall operate by way of merger of or in any way affect the Pledge, which is in addition to and not in substitution for any other security now or hereafter held by the Agent in respect of the Obligations. Section 5.4 Amendments, Waivers, etc. (1) No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Pledgor from such provisions, shall be effective unless approved in writing by the Bank. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (2) No amendment, waiver or consent shall, unless in writing and signed by the Bank and the Pledgor, affect the rights or duties of the Bank and the Pledgor under this Agreement. (3) No failure on the part of the Bank to exercise, and no delay in exercising, any right under any of this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. Section 5.5 Further Assurances. The Pledgor shall from time to time, whether before or after the Pledge shall have become enforceable, do all such acts and things and execute and deliver all such deeds, transfers, assignments and instruments as the Bank may reasonably require for protecting the Securities or perfecting the Pledge and for exercising all powers, authorities and discretions hereby conferred upon the Bank, and the Pledgor shall, from time to time after the Pledge has become enforceable, do all such acts and things and execute and deliver all such deeds, transfers, assignments and instruments as the Bank may require for facilitating the sale of the Securities in connection with any realization thereof or otherwise giving effect to the rights and remedies of the Bank pursuant hereto. Section 5.6 Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns. The Pledgor shall not have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the Bank. The Bank may assign any of its rights or obligations hereunder without the prior written consent of the Pledgor. Section 5.7 Headings, etc. The division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. Section 5.8 Severability. If any provision of this Agreement shall be deemed by any court of competent jurisdiction to be invalid or void, the remaining provisions shall remain in full force and effect. Section 5.9 Conflict. In the event of a conflict or inconsistency between the provisions of this Agreement and the provisions of the Credit Agreement or any other Loan Documents, the provisions giving the Bank greater rights or remedies shall govern (to the maximum extent permitted by applicable law), it being understood that the purpose of this Agreement, the Credit Agreement and the other Loan Documents is to add to, and not detract from, the rights granted to the Bank under the Credit Agreement and the other Loan Documents. Section 5.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties. 7 Section 5.11 Notices. Any demand, notice, request, consent, approval or other communication required or permitted to be made or given by any party hereto to any other party hereto in connection with this Agreement shall be made in accordance with the notice procedures set out in the Credit Agreement. Section 5.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF the Pledgor has duly executed this Agreement as of the day set forth above. ROGERS CORPORATION By: /s/ Robert D. Wachob ------------------------------------- Robert D. Wachob President and Chief Executive Officer By: /s/ Dennis M. Loughran ------------------------------------- Dennis M. Loughran Vice President - Finance and Chief Financial Officer 8 Schedule 1 Pledged Securities ------------------ Security Number of Certificate Percentage of Issued and Issuer Securities Number(s) Outstanding Shares ------ ---------- --------- ------------------ Rogers Barbados Rogers Belgium EX-10.3 4 a5713879ex10_3.txt EXHIBIT 10.3 Exhibit 10.3 EXECUTION COPY GUARANTY CONFIRMATION AGREEMENT AGREEMENT, dated as of June 17, 2008, by and among Rogers KF, 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 --------------- 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 Rogers 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. 1 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. ROGERS KF, INC. By: /s/ Robert D. Wachob ----------------------------- ROGERS SPECIALTY MATERIALS CORPORATION By: /s/ Robert D. Wachob ----------------------------- ROGERS JAPAN INC. By: /s/ Robert D. Wachob ----------------------------- 2 ROGERS SOUTHEAST ASIA, INC. By: /s/ Robert D. Wachob ----------------------------- ROGERS TAIWAN, INC. By: /s/ Dennis M. Loughran ----------------------------- ROGERS KOREA, INC. By: /s/ Dennis M. Loughran ----------------------------- ROGERS TECHNOLOGIES SINGAPORE, INC. By: /s/ Dennis M. Loughran ----------------------------- ROGERS CIRCUIT MATERIALS INCORPORATED By: /s/ Dennis M. Loughran ----------------------------- RBS CITIZENS, NATIONAL ASSOCIATION By: /s/ Gary W. Burdick ----------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----