a5904744ex10aaa-3.htm


    Exhibit
10aaa-3



    
      


      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.
3

      


      TO MULTICURRENCY REVOLVING
CREDIT AGREEMENT

      


      AMENDMENT
NO. 3 TO MULTICURRENCY REVOLVING CREDIT AGREEMENT (this “Amendment Agreement”)
dated as of October 31, 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 and Amendment No. 2 to
Multicurrency Revolving Credit Agreement dated as of June 17, 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.

      
        
          
          

        

        
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      §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, an Amended and
Restated 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) 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 and Rogers Luxembourg S.à r.l. (“Rogers
Luxembourg”) (each, a “Rogers Entity” and collectively, the “Rogers Entities”)
dated not more than thirty (30) days prior to the date hereof, issued by the
appropriate governmental authority of each Rogers Entity’s jurisdiction of
organization.


      
        
          
          

        

        
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(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.

      


                      
  (h)           Copies of Transaction
Documents.  The Bank shall have received copies of the
documents evidencing and governing the transactions described in Section 5,
below, certified as true, accurate and complete by an officer of Rogers
US.

      


         
§5.           Consent.  Notwithstanding
the provisions of Sections 8.1 and 8.3 of the Credit Agreement, the Lender
consents to the following transactions, subject to the terms and conditions of
this Agreement:

      


      
        	
                 
      

              	
                (a)

              	
                The
      transfer by Rogers US to Rogers Benelux S.à r.l. (“Rogers Benelux”) of the
      stock of Rogers BVBA and Rogers New Territories Corporation Limited for a
      purchase price of US$[*].

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      extension by Rogers US to Rogers Benelux of a loan in the amount of
      US$[*]
      to finance the purchase of stock described in clause (a),
      above.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      transfer by Rogers Benelux to Rogers BVBA of the stock of Rogers New
      Territories Corporation Limited, the indirect parent of Rogers
      Technologies (Suzhou) Co., Ltd., for a purchase price of US$[*].

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      extension by Rogers Benelux to Rogers BVBA of a loan in the amount of
      US$[*]
      to finance the purchase of stock described in clause (c),
      above.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      transfer by Rogers US to Rogers Luxembourg of the stock of Rogers Benelux
      in exchange for additional stock of Rogers
  Luxembourg.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      distribution by Rogers (China) Investment Co., Ltd. (“Rogers China”) to
      Rogers Barbados of all of Rogers China’s assets in liquidation of Rogers
      China.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      distribution by Rogers Barbados to Rogers US of Rogers Barbados’s
      remaining assets in liquidation of Rogers
  Barbados.

              


      

      


      


      [*] CONFIDENTIAL TREATMENT
REQUESTED


      
        
          
          

        

        
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      §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.

      


      §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.

      


      


      


      [Remainder
of Page Intentionally Left Blank]

      


      
        
          
          

        

        
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      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/ Dennis M.
      Loughran_____________

                      
	 
      	
                        Print
      Name: Dennis M. Loughran

                      
	 
      	
                        Title:  V.
      P. Finance -
CFO

                      


              

            

          

        

      

    

     

     

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