Exhibit 10ae
GUARANTY
This GUARANTY
dated as of February 18, 2004 is made by ROGERS KF, INC., a
Delaware corporation, (the "Guarantor") in
favor of (i) Fleet National Bank, a
national banking association, as agent
(hereinafter, in such capacity, the
"Agent") for itself and the other lending
institutions (hereinafter,
collectively, the "Banks") which are or may
become parties to the Multicurrency
Revolving Credit Agreement dated as of
December 8, 2000 (as amended, modified,
supplemented or restated and in effect from
time to time, the "Credit
Agreement"), among Rogers Corporation, a
Massachusetts corporation (the
"Borrower"), the Banks and the Agent and
(ii) each of the Banks.
WHEREAS, the
Borrower and the Guarantor are members of a group of related
corporations, the success of any one of
which is dependent in part on the
success of the other members of such
group;
WHEREAS, the
Guarantor expects to receive direct and indirect benefits from
the extensions of credit to the Borrower by
the Banks pursuant to the Credit
Agreement (which benefits are hereby
acknowledged);
WHEREAS, it is a
condition precedent to the obligation of the Banks to make
any loans or otherwise extend credit to the
Borrower under the Credit Agreement
that the Guarantor execute and deliver to
the Agent, for the benefit of the
Banks and the Agent, this Guaranty; and
WHEREAS, the
Guarantor wishes to guaranty the Borrower's obligations to the
Banks and the Agent under or in respect of
the Credit Agreement as provided
herein;
NOW, THEREFORE,
the Guarantor hereby agrees with the Banks and the Agent as
follows:
1. Definitions.
The term "Obligations" or "Obligation" and all other
capitalized terms used herein without
definition that are defined in the Credit
Agreement shall have the respective
meanings provided therefor in the Credit
Agreement.
2. Guaranty of
Payment and Performance. The Guarantor hereby guarantees to
the Banks and the Agent the full and
punctual payment when due (whether at
stated maturity, by required pre-payment,
or by acceleration after the
occurrence of an Event of Default or when
otherwise due), as well as the
performance, of all of the Obligations
including all such which would become due
but for the operation of the automatic stay
pursuant to ss.362(a) of the Federal
Bankruptcy Code and the operation of
ss.ss.502(b) and 506(b) of the Federal
Bankruptcy Code. This Guaranty is an
absolute, unconditional and continuing
guaranty of the full and punctual payment
and performance of all of the
Obligations and not of their collectibility
only and is in no way conditioned
upon any requirement that the Agent or any
Bank first attempt to collect any of
the Obligations from the Borrower or resort
to any collateral security or other
means of obtaining payment. Should the
Borrower default in the payment or
performance of any of the Obligations, the
obligations of the Guarantor
hereunder with respect to such Obligations
in default shall, upon demand by the
Agent, become immediately due and payable
to the Agent, for the benefit of the
Banks and the Agent, without further demand
or notice of any nature, all of
which are expressly waived by the
Guarantor. Payments by the Guarantor hereunder
may be required by the Agent on any number
of occasions. All payments by the
Guarantor hereunder shall be made to the
Agent, in the manner and at the place
of payment specified therefor in the Credit
Agreement, for the account of the
Banks and the Agent.
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3. Guarantor's
Agreement to Pay Enforcement Costs, etc. The Guarantor
further agrees, as principal obligor and
not as Guarantor only, to pay to the
Agent, on demand, all costs and expenses
(including court costs and reasonable
legal expenses) reasonably incurred or
expended by the Agent or any Bank in
connection with the Obligations, this
Guaranty and the enforcement thereof,
together with interest on amounts
recoverable under this ss.3 from the time when
such amounts become due until payment,
whether before or after judgment, at the
rate of interest for overdue principal set
forth in the Credit Agreement,
provided that if such interest exceeds the
maximum amount permitted to be paid
under applicable law, then such interest
shall be reduced to such maximum
permitted amount.
4. Waiver by
Guarantor; Bank's Freedom to Act. The Guarantor agrees that
the Obligations will be paid and performed
strictly in accordance with their
respective terms, regardless of any law,
regulation or order now or hereafter in
effect in any jurisdiction affecting any of
such terms or the rights of the
Agent or any Bank with respect thereto. The
Guarantor waives promptness,
diligences, presentment, demand, protest,
notice of acceptance, notice of any
Obligations incurred and all other notices
of any kind, all defenses which may
be available by virtue of any valuation,
stay, moratorium law or other similar
law now or hereafter in effect, any right
to require the marshalling of assets
of the Borrower or any other entity or
other person primarily or secondarily
liable with respect to any of the
Obligations, and all suretyship defenses
generally. Without limiting the generality
of the foregoing, the Guarantor
agrees to the provisions of any instrument
evidencing, securing or otherwise
executed in connection with any Obligation
and agrees that the obligations of
the Guarantor hereunder shall not be
released or discharged, in whole or in
part, or otherwise affected by (i) the
failure of the Agent or any Bank to
assert any claim or demand or to enforce
any right or remedy against the
Borrower or any other entity or other
person primarily or secondarily liable
with respect to any of the Obligations;
(ii) any extensions, compromise,
refinancing, consolidation or renewals of
any Obligation; (iii) any change in
the time, place or manner of payment of any
of the Obligations or any
rescissions, waivers, compromise,
refinancing, consolidation or other amendments
or modifications of any of the terms or
provisions of the Credit Agreement, the
Note, the other Loan Documents or any other
agreement evidencing, securing or
otherwise executed in connection with any
of the Obligations; (iv) the addition,
substitution or release of any entity or
other person primarily or secondarily
liable for any Obligation; (v) the adequacy
of any rights which the Agent or any
Bank may have against any collateral
security or other means of obtaining
repayment of any of the Obligations; (vi)
the impairment of any collateral
securing any of the Obligations, including
without limitation the failure to
perfect or preserve any rights which the
Agent or any Bank might have in such
collateral security or the substitution,
exchange, surrender, release, loss or
destruction of any such collateral
security; or (vii) any other act or omission
which might in any manner or to any extent
vary the risk of the Guarantor or
otherwise operate as a release or discharge
of the Guarantor, all of which may
be done without notice to the Guarantor. To
the fullest extent permitted by law,
the Guarantor hereby expressly waives any
and all rights or defenses arising by
reason of (A) any "one action" or
"anti-deficiency" law which would otherwise
prevent the Agent or any Bank from bringing
any action, including any claim for
a deficiency, or exercising any other right
or remedy (including any right of
set-off), against the Guarantor before or
after the Agent's or such Bank's
commencement or completion of any
foreclosure action, whether judicially, by
exer
