a6105751ex10-2.htm


     

    Exhibit
10.2

     

     

    GUARANTY
CONFIRMATION AGREEMENT

    


    AGREEMENT,
dated as of November 16, 2009, 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 "Bank"), 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 (China) Investment Co., Ltd., Rogers N.V., and Rogers
Technologies (Suzhou) Co. Ltd. to Citizens Bank of Connecticut, predecessor in
interest to the Lender, all as set forth in more detail therein. The Lender and
the Borrower now desire to enter into a certain Amendment No. 5 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 Notes (it being acknowledged that the Revolving
Credit B Commitment has been transmitted pursuant to the Amendment and that all
amounts evidenced by the Revolving Credit B have been paid in full as of the
date hereof) 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Commonwealth of
Massachusetts.

     

     

    [Signatures begin on next
page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M. Loughran

    Dennis M. Loughran

    Vice President

    


    


    


    ROGERS
SPECIALTY MATERIALS CORPORATION

    


    


    By: /s/ Robert D. Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

    


    


    ROGERS JAPAN, INC.

    


    


    By: /s/ Robert D.
Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ROGERS
SOUTHEAST ASIA, INC.

    


    


    By: /s/ Robert D.
Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

    


    


    ROGERS TAIWAN, INC.

    


    


    By: /s/ Robert D.
Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

    


    


    ROGERS
KOREA, INC.

    


    


    By: /s/ Robert D.
Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ROGERS TECHNOLOGIES

    SINGAPORE, INC.

    


    


    By: /s/ Robert D.
Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

    


    


    ROGERS CIRCUIT MATERIALS

    INCORPORATED

    


    


    By: /s/ Robert D.
Wachob

    Robert D. Wachob

    President

    


    


    By: /s/ Dennis M.
Loughran

    Dennis M. Loughran

    Vice President

    


    


    


    RBS CITIZENS, NATIONAL
ASSOCIATION

    


    


    By:/s/ Gary Burdick

    Gary Burdick

    Senior
Vice President