Unassociated Document


     

     

    Exhibit
      10m-3

    


    THIRD
      AMENDMENT

    


    This
      THIRD
      AMENDMENT
      dated as
      of December 22, 2005 (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)
BANK
      OF AMERICA, N.A.,
      a
      national banking association, as successor by merger to Fleet National Bank,
      as
      agent (in such capacity the "Agent")
      for
      the Banks referred to below; and (d) BANK
      OF AMERICA, N.A.
      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 as of
      September 7, 2001 and October 25, 2002 and as further 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 to extend the
      Maturity Date as set forth herein; 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 extension.

    


    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:

    


    §1.  Amendment
      to the Credit Agreement.  
      

    


    (a)      
      The
      definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby
      amended and restated in its entirety to read as follows:

    


    Maturity
      Date.
      December 8, 2006.

    


    §2.  Guarantors'
      Consent.  Each
      of
      the Guarantors hereby consents to the amendment 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. 

    


    §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.

    


    §4. Conditions
      to Effectiveness.  The
      effectiveness of this Amendment shall be subject to the satisfaction of the
      conditions that (a) this Amendment shall have been duly executed and delivered
      by the Borrower, each Guarantor, the Agent and the Majority Banks, and (b)
      the
      Borrower shall have paid the outstanding fees and expenses of the Agent’s
      Special Counsel.

    


    §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.

    


    §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.

    


    §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. A facsimile or other electronic transmission of an executed
      counterpart shall have the same effect as the original executed
      counterpart.

    


    §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
	 	 	 
	 	 	/s/ Robert
                M.
                Soffer
	 	 	
                

              
	 	 	
                Name:
                  Robert M. Soffer

                Title:
                  Vice
                  President, Treasurer and
                  Secretary

              


      

    

     

    
      	 	Guarantors:	ROGERS L-K CORP.
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and
                Secretary

            


    

     

    
      	 	 	TL PROPERTIES, INC.
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and
                Secretary

            


    

     

    
      	 	 	
              ROGERS
                SPECIALTY MATERIALS 

              CORPORATION

            
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice President, Treasurer and
                Secretary

            


    

     

    
      	 	 	ROGERS JAPAN INC.
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and
                Secretary

            


    

     

    
      	 	 	
              ROGERS
                SOUTHEAST ASIA, INC.

            
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and
                Secretary

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      [Signature
        Page to Third Amendment to Rogers Credit Agreement]

    

     

    
      
        	 	 	ROGERS TAIWAN, INC.
	 	 	 
	 	 	/s/ Robert
                M.
                Soffer
	 	 	
                

              
	 	 	
                Name:
                  Robert M. Soffer

                Title:
                  Vice
                  President, Treasurer and
                  Secretary

              


      

    

    
      

      	 	 	ROGERS KOREA, INC.
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and Secretary

            


    

     

    
      	 	 	
              ROGERS
                TECHNOLOGIES 

              SINGAPORE,
                INC.

            
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and Secretary

            


    

     

    
      	 	 	
              ROGERS
                CIRCUIT MATERIALS 

              INCORPORATED

            
	 	 	 
	 	 	/s/ 
Robert
              M. Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and Secretary

            


    

     

    
      	 	 	
              ROGERS
                CHINA, INC.

            
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and Secretary

            


    

     

    
      	 	 	
              ROGERS
                KF, INC.

            
	 	 	 
	 	 	/s/ Robert
              M.
              Soffer
	 	 	
              

            
	 	 	
              Name:
                Robert M. Soffer

              Title:
                Vice
                President, Treasurer and Secretary

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	Agent and Banks:	BANK OF AMERICA, N.A., as Bank
	 	 	 
	 	 	/s/ Matthew
              S. Latham
	 	 	
              

            
	 	 	
              Name:
                Matthew S. Latham

              Title:
                Senior
                Vice President

            


    

    


    
      	 	 	
              BANK
                OF AMERICA, N.A., as Agent

            
	 	 	 
	 	 	/s/ Matthew
              S. Latham
	 	 	
              

            
	 	 	
              Name:
                Matthew S. Latham

              Title:
                Senior
                Vice President

            


    

    
    

     

     

    
      	 	 	
              CITIZENS
                BANK OF 

              CONNECTICUT

            
	 	 	 
	 	 	/s/ 
	 	 	
              

            
	 	 	Name:
Title:


    

     

    [Signature
      Page to Third Amendment to Rogers Credit Agreement]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	 	Agent and Banks:	BANK OF AMERICA, N.A., as Bank
	 	 	 
	 	 	/s/ 
	 	 	
                

              
	 	 	Name:
Title:


      

    

     

    
      	 	 	BANK OF AMERICA, N.A., as Bank
	 	 	 
	 	 	/s/ 
	 	 	
              

            
	 	 	Name:
Title:


    

     

     

      	 	 	
              CITIZENS
                BANK OF 

              CONNECTICUT

            
	 	 	 
	 	 	/s/ Patricia
              D. Donnelly
	 	 	
              

            
	 	 	
              Name:
                Patricia D. Donnelly

              Title:
                Vice President

            


    

    


    [Signature
      Page to Third Amendment to Rogers Credit Agreement]