a5904744ex10aaa-4.htm


    
      Exhibit
10aaa-4

      


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

       

      
AMENDMENT NO.
4

      


      TO MULTICURRENCY REVOLVING
CREDIT AGREEMENT

      


      AMENDMENT
NO. 4 TO MULTICURRENCY REVOLVING CREDIT AGREEMENT (this "Amendment Agreement")
dated as of November 11, 2008, by and between Rogers Corporation, a
Massachusetts corporation having its principal place of business at One
Technology Drive, Rogers, Connecticut 06263 ("Rogers US"), 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, Amendment No. 2 to Multicurrency
Revolving Credit Agreement dated as of June 17, 2008 and Amendment No. 3 to
Multicurrency Revolving Credit Agreement dated as of October 31, 2008 (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 Rogers US; and

      


      WHEREAS, Rogers US has
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:

      


      §1. Definitions.
Capitalized terms used herein without definition that are defined in the Credit
Agreement shall have the same meanings herein as therein.

      


      §2. Ratification of Existing
Agreements. All of Rogers US's 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 Rogers US's execution of this Amendment
Agreement, ratified and confirmed in all respects. In addition, by Rogers US's
execution of this Amendment Agreement, Rogers US 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.
Rogers US acknowledges and agrees that this Amendment Agreement shall be
included in the definition of Loan Documents under the Credit
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      §3. Representations and
Warranties. Rogers US hereby represents and warrants to the Bank as
follows:

      


      (a)  All of the representations and
warranties made by Rogers US 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.

      


      §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 Rogers US
herein, whether directly or incorporated by reference, shall be true and correct
on the date hereof, except as provided in §3(a) hereof.

       

      (b)  Performance; No Event of
Default. Rogers US shall have performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it 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
shall have executed and delivered this Amendment 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) of Rogers US authorizing the execution, delivery and performance of the
Documents, as appropriate.

      


      (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 dated not more than thirty (30) days prior to the date hereof,
issued by the appropriate governmental authority of Rogers US jurisdiction of
organization.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      (g)  Incumbency
Certificates. The Bank shall have received a certificate of the Secretary
or an Assistant Secretary (or comparable officer) of  Rogers US, 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 [October 31, 2008] for such entity will be satisfactory to the
Bank.

       

      (h)  Amendment
Fee.  The Bank shall have received an amendment fee in the
amount of $[*].

       

      §5. Amendment to the Credit
Agreement.

      


      (a)  The
definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:

       

      Applicable
Margin.  For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a “Rate
Adjustment Period”), the Applicable Margin shall be the applicable margin set
forth below with respect to the Leverage Ratio, as determined for the period
ending on the fiscal quarter ended immediately preceding the applicable Rate
Adjustment Period.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  LEVEL

                                	
                                  LEVERAGE
      
RATIO

                                	
                                  PRIME
      
RATE 
LOANS

                                	
                                  REVOLVING
      
CREDIT 
FACILITY A 
LIBOR 
RATE 
LOANS

                                	
                                  REVOLVING
      
CREDIT 
FACILITY B 
LIBOR 
RATE 
LOANS

                                	
                                  UNUSED
      
LINE FEE 
RATE

                                
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                  IV

                                	
                                  Greater
      than 
1.50:1.00

                                	
                                  [*]%

                                	
                                  [*]%

                                	
                                  [*]%

                                	
                                  [*]%

                                
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                  III

                                	
                                  Less
      than or 
equal to
1.50:1.00
      but 
greater than 
1.25:1.00

                                	
                                  [*]%

                                	
                                  [*]%

                                	
                                  [*]%

                                	
                                  [*]%

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      [*] CONFIDENTIAL TREATMENT
REQUESTED

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                            II

                          	
                            Less
      than or 
equal to
1:25:1.00
      but 
greater than 
0.75:1.00

                          	
                            [*]%

                          	
                            [*]%

                          	
                            [*]%

                          	
                            [*]%

                          
	 	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                            I

                          	
                            Less
      than or 
equal to

                            0.75:1.00

                          	
                            [*]%

                          	
                            [*]%

                          	
                            [*]%

                          	
                            [*]%

                          


                  

                

              

            

          

        

      

       

       

      Notwithstanding
the foregoing, (a) for Loans outstanding, the Letter of Credit Fees and the
commitment fees payable during the period commencing on the Amendment No. 4
Effective Date through the date immediately preceding the first Adjustment Date
to occur after the  Amendment No. 4 Effective Date, the Applicable
Margin shall be Level 1 set forth above, and (b) if the Borrowers fail to
deliver any Compliance Certificate pursuant to §7.4(c) hereof then, for the
period commencing on the next Adjustment Date to occur subsequent to such
failure through the date immediately following the date on which such Compliance
Certificate is delivered, the Applicable Margin shall be the highest Applicable
Margin set forth above.

       

      (b)  The
definition of “Revolving Credit B Maturity Date” in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:

      


      “Revolving Credit B Maturity
Date:  November 9, 2009.”

      


      (c)      
The
definition of  “Amendment No. 4 Effective Date” is hereby inserted in
Section 1.01 of the Credit Agreement as follows:

      


      “Amendment No. 4 Effective Date” means
November 11, 2008”

      


      §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 Rogers US's execution and delivery of this Amendment Agreement might
otherwise exist or which might hereafter occur.

      


       

      [*]
CONFIDENTIAL TREATMENT
REQUESTED

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      §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.

       

      §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.

       

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      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 Burdick

                	 
	 	 	
                  Name:  Gary
      Burdick

                	 
	 	 	
                  Title:    Senior
      Vice President

                	 
	 	 	 	 


        

      

      
 

      


      
        
          	 	
                  ROGERS
      CORPORATION

                	 
	 	 	 	 
	
                   

                	
                  
                    By:

                  

                	
                  /s/ Robert D. Wachob

                	 
	 	 	
                  
                    Name:  Robert
      D. Wachob

                  

                	 
	 	 	
                  Title:    President
      & CEO

                	 
	 	 	 	 


        



      


      


      


      


      


      


      


      


      


      


      


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      AMENDED
AND RESTATED

      REVOLVING
CREDIT NOTE B

       

      
      

       

      
        
          	$25,000,000.00 	
                  November 11,
      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 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.

       

      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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      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 §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 June 17, 2008 in the original
principal amount of $25,000,000.00 from the Borrower to the Bank (as amended and
in effect from time to time, the “June 2008 Note”). This Note is in substitution
for and not in repayment of the June 2008 Note. Nothing contained herein shall
constitute a novation of the June 2008 Note. Any principal, interest, fees,
costs and other sums owing under the June 2008 Note on this date shall be deemed
due and owing under this Note.

      


      This Note
shall be deemed to take effect as a sealed instrument under the laws of The
Commonwealth of Massachusetts.

       

      IN WITNESS WHEREOF, the
undersigned have caused this Amended and Restated Revolving Credit Note B to be
signed in their corporate names by their duly authorized officers as of the day
and year first above written.

      


      


      ROGERS CORPORTION

      


      


      By:           /s/ Robert D.
Wachob                                                                

      


      


      


      By:           /s/ Dennis M.
Loughran                                                      

      


       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      

        
          
            
              
                	
                        Date

                      	
                        Amount
      of 
Loan

                      	
                        Amount
      of 
Principal Paid 
or Prepaid

                      	
                        Balance
      of 
Principal

                        Unpaid

                      	
                        Notation

                        Made
      By:

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

     

     

    9