a5904744ex10aae-1.htm


    
      Exhibit
10aae-1

       

      AMENDED
AND RESTATED SECURITIES PLEDGE AGREEMENT

       

      Amended
and Restated Securities Pledge Agreement dated as of October 31, 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 Luxembourg
S.a.r.l., a corporation organized and existing under the laws of Luxembourg
having its principal office at
560A,  rue  de  Neudorf,  L-2220  Luxembourg,
Grand-Duchy of Luxembourg (“Rogers Luxembourg”) (Rogers Barbados and Rogers
Luxembourg are collectively the “Pledged Companies”) are subsidiaries of the
Pledgor.

       

      B.  The
Pledgor is the legal and beneficial owner of 100% of the issued and outstanding
common shares of Rogers Luxembourg and is the legal and beneficial owner of 100%
of the issued and outstanding common shares of Rogers Barbados.

       

      C.  Pursuant
to a certain Multicurrency Revolving Credit Agreement by and between the Pledgor
and RBS Citizens, National Association (the “Bank”), a national banking
association, dated as of November 13, 2006, as amended by Amendment No. 1 to
Multicurrency Revolving Credit Agreement dated as of November 10, 2007, by
Amendment No. 2 to Multicurrency Revolving Credit Agreement dated as of June 17,
2008, and by Amendment No. 3 to Multicurrency Revolving Credit Agreement dated
as of the date hereof (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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -2-

        

      

       

      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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -3-

        

      

       

      (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.

       

      (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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -4-

        

      

       

      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.

       

      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:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -5-

        

      

       

      
        	
                (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;

              


      

       

      
        	
                (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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -6-

        

      

       

       

      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;

              


      

       

      
        	
                (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 hereunder, 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.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -7-

        

      

       

      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.

       

      Section
5.3 No Merger, etc.  No
judgment recovered by the Bank 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 Bank 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 provision 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -8-

        

      

       

      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.

       

      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.

       

      Section 5.13  Amendment and
Restatement.  This Agreement amends, restates and supersedes
the Securities Pledge Agreement dated as of June 17, 2008 between the Pledgor
and the Bank.

      


      [Signatures
on next page]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -9-

        

      

       

       

      IN WITNESS WHEREOF the Pledgor
has duly executed this Agreement as of the day set forth above.

       

       

      
        
          	 	

                  ROGERS
      CORPORATION

                	 
	 	 	 	 
	
                   

                	
                  

                    By:

                  

                	

                  /s/ Dennis M. Loughran

                	 
	 	 	

                  Print
      Name: Dennis M. Loughran

                	 
	 	 	

                  Title:  V.P.
      Finance - CFO

                	 
	 	 	 	 


        

      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
              

        

      

       

      


      Schedule
1

       

      Pledged
Securities

       

      
        
          
            
              
                	
                        Security Issuer

                      	
                        Number of Securities

                      	
                        Certificate Number(s)

                      	
                        Percentage
      of Issued and 
Outstanding
      Shares

                      
	 	 	 	 
	
                        Rogers
      Barbados

                      	 
      	 
      	
                        65%

                      
	 
      	 
      	 
      	 
      
	
                        Rogers
      Luxembourg

                      	
                        8,125

                      	
                        1

                      	
                        65%