AGREEMENT, dated as of November 11,
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 "Bank"), successor in interest to Citizens
Bank of Connecticut, a Connecticut stock savings bank.
RECITALS
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. 4 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
