a5904744ex10aad-3.htm


    
      Exhibit
10aad-3

      


      GUARANTY
CONFIRMATION AGREEMENT

      


      AGREEMENT,
dated as of October 31, 2008, 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 “Lender”),
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. 3 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 Note 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      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 State of
Connecticut.

      


      


      [Signatures
begin on next page]

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

                 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

              	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        	 	
                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

              	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	
                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:

                

              	 	 
	 	 	
                Its

              	 
	 	 	 	 
	 	 	 	 


      

    

     

     

     

    5