Exhibit 10.3
EXECUTION COPY
GUARANTY CONFIRMATION AGREEMENT
AGREEMENT, dated as of
June 17, 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 Barbados"),
Rogers
(China) Investment Co., Ltd. ("Rogers China"), Rogers N.V. ("Rogers Belgium"),
and Rogers Technologies (Suzhou) Co. Ltd. ("Rogers
Suzhou") to Citizens Bank of
Connecticut,
predecessor in
interest to the
Lender, all as set
forth in more
detail therein. The Lender, the Borrower, Rogers Barbados, Rogers China,
Rogers
Belgium, and Rogers Suzhou now desire to enter into a certain
Amendment No. 2 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
