MULTICURRENCY REVOLVING CREDIT AGREEMENT

EXHIBIT 10aaa

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THE DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

MULTICURRENCY REVOLVING CREDIT AGREEMENT

DATED as of November 13, 2006

among

Rogers Corporation,

Rogers Technologies (Barbados) SRL,

Rogers (China) Investment Co., Ltd.,

Rogers N.V.,

Rogers Technologies (Suzhou) Co. Ltd.,

and

Citizens Bank of Connecticut

Table of Contents

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THE DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

MULTICURRENCY REVOLVING CREDIT AGREEMENT

            This MULTICURRENCY REVOLVING CREDIT AGREEMENT is made as of November 13, 2006, by and between Rogers Corporation, a Massachusetts corporation having its principal place of business at One Technology Drive, Rogers, Connecticut 06263 ("Rogers US"), Rogers Technologies (Barbados) SRL, a corporation organized and existing under the laws of Barbados having its principal place of business at Fidelity House, Wildey Business Park, St. Michael, Barbados ("Rogers Barbados"), Rogers (China) Investment Co., Ltd., a corporation organized and existing under the laws of the People's Republic of China having its principal place of business at 338 Shenshu Road, Suzhou Industrial Park, Suzhou, People's Republic of China 215122 ("Rogers China"), Rogers N.V., a corporation organized and existing under the laws of Belgium having its principal office at Afrikalaan 188, B-9000, Gent, Belgium ("Rogers Belgium"), Rogers Technologies (Suzhou) Co. Ltd., a corporation organized and existing under the laws of the People's Republic of China having its principal place of business at 399 Suhong Zhong Road, Suzhou Industrial Park, Suzhou, People's Republic of China 215122 ("Rogers Suzhou"; Rogers US, Rogers Barbados, Rogers China, Rogers Belgium, and Rogers Suzhou are hereinafter referred to individually as a "Borrower" and collectively as the "Borrowers"), and Citizens Bank of Connecticut (the "Bank"), a Connecticut stock savings bank with offices at 90 State House Square, 10th Floor, Hartford, Connecticut 06103.

      1. DEFINITIONS AND RULES OF INTERPRETATION .

    1.1.      Definitions .   The following terms shall have the meaning set forth in this §1 or elsewhere in the provision of this Credit Agreement referred to below:

            Adjustment Date .  The first day of the month immediately following the month in which a Compliance Certificate is to be delivered by the Borrowers pursuant to §7.4(c) hereof.

            Affiliate .  Any Person that would be considered to be an affiliate of any Borrower under Rule 144(a) of the Rules and Regulations of the Securities and Exchange Commission, as in effect on the date hereof, if such Borrower were issuing securities.

            Applicable Margin .  For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a "Rate Adjustment Period"), the Applicable Margin shall be the applicable margin set forth below with respect to the Leverage Ratio, as determined for the period ending on the fiscal quarter ended immediately preceding the applicable Rate Adjustment Period.

    Notwithstanding the foregoing, (a) for Loans outstanding, the Letter of Credit Fees and the commitment fees payable during the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the Closing Date, the Applicable Margin shall be Level I set forth above, and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to §7.4(c) hereof then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin set forth above.

     Balance Sheet Date. January 1, 2006.

     Bank of America. Bank of America, N.A.

     Bank's Head Office. 90 State House Square, Hartford, Connecticut 06103.

     Bank's Special Counsel. Tyler Cooper & Alcorn, LLP or such other counsel as may be approved by the Bank.

     Borrowers. As defined in the preamble hereto.

     Business Day. (a) Any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Hartford, Connecticut; (b) when such term is used to describe a day on which a borrowing, payment, prepaying, or repaying is to be made in respect of any LIBOR Rate Loan, any day which is: (i) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in New York City; and (ii) a London Banking Day; and (c) when such term is used to describe a day on which an interest rate determination is to be made in respect of any LIBOR Rate Loan, any day which is a London Banking Day.

[*] CONFIDENTIAL TREATMENT REQUESTED

     Capital Assets. Fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and good will); provided that Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with generally accepted accounting principles.

     Capital Expenditures. For any period, the aggregate amount paid or the amount of Indebtedness incurred (including in respect of obligations under any Capitalized Leases) by Rogers US or any of its Subsidiaries (i) for Capital Assets during such period, determined in accordance with generally accepted accounting principles, as indicated on the financial statements of Rogers US and its Subsidiaries prepared in accordance with such principles, and (ii) in connection with the lease of any assets by Rogers US or any of its Subsidiaries as lessee under any Synthetic Lease to the extent that such assets would have been Capital Assets had the Synthetic Lease been treated for accounting purposes as a Capitalized Lease.

     Capitalized Leases. Leases under which Rogers US or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with generally accepted accounting principles.

CERCLA. See §6.17(a).

Closing Date. The first date on which the conditions set forth in §§10 and 11 have been satisfied.

Code. The Internal Revenue Code of 1986.

Commitment. The amount of the Bank's commitment to make Loans to the Borrowers under Revolving Credit Facility A and Revolving Credit Facility B, and to issue, extend and renew Letters of Credit for the account of, the Borrowers under Revolving Credit Facility A, in each case, as the same may be reduced from time to time; or if a Commitment is terminated pursuant to the provisions hereof, zero.

Compliance Certificate. See §7.4(c).

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of Rogers US and its Subsidiaries, consolidated in accordance with generally accepted accounting principles.

Consolidated Foreign Tangible Assets. Consolidated Foreign Total Assets less the sum of:

(a)   the total book value of all assets of Rogers US's Foreign Subsidiaries properly classified as intangible assets under generally accepted accounting principles, including such items as good will, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing; plus

(b)   all amounts representing any write-up in the book value of any assets of Rogers US's Foreign Subsidiaries resulting from a revaluation thereof subsequent to the Balance Sheet Date, excluding (i) adjustments for making short-term investments to market and (ii) transaction adjustments made in accordance with Financial Accounting Standards Board Statement no. 133; provided that the underlying contract or arrangement is intended solely for hedging (and not speculative) purposes; plus

(c)   to the extent otherwise included in the computation of Consolidated Foreign Total Assets, any subscriptions receivable.

(c)   to the extent otherwise included in the computation of Consolidated Foreign Total Assets, any subscriptions receivable.

Consolidated Foreign Total Assets. The sum of (i) all assets ("consolidated balance sheet assets") of Rogers US's Foreign Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles, plus (ii) without duplication, all assets leased by Rogers US's Foreign Subsidiaries as lessee under any Synthetic Lease to the extent that such assets would have been consolidated balance sheet assets had the Synthetic Lease been treated for accounting purposes as a Capitalized Lease, plus (iii) without duplication, all sold receivables referred to in clause (vii) of the definition of the term "Indebtedness" to the extent that such receivables would have been consolidated balance sheet assets had they not been sold.

     Consolidated Net Income (or Deficit). For any period, the consolidated net income (or deficit) of Rogers US and its Subsidiaries for such period (taken as a cumulative whole), after deducting all operating expenses, provision for all taxes and reserves (including reserves for deferred income taxes established in connection with accelerated depreciation or amortization claimed for income tax purposes) and all other proper deductions, all determined in accordance with generally accepted accounting principles and on a consolidated basis, after eliminating all inter-company items and portions of income (or deficit) properly attributable to minority interests, if any, in the stock of Subsidiaries; provided that there shall also be excluded (in each case without duplication):

Consolidated Net Worth. The excess of Consolidated Total Assets over Consolidated Total Liabilities, less, to the extent otherwise includable in the computations of Consolidated Net Worth, any subscriptions receivable.

Consolidated Tangible Assets. Consolidated Total Assets less the sum of:

(a)   the total book value of all assets of Rogers US and its Subsidiaries properly classified as intangible assets under generally accepted accounting principles, including such items as good will, the purchase price of acquired assets in excess of the fair market value thereof, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing; plus

(b)   all amounts representing any write-up in the book value of any assets of Rogers US and its Subsidiaries resulting from a revaluation thereof subsequent to the Balance Sheet Date, excluding (i) adjustments for marking short-term investments to market and (ii) transaction adjustments made in accordance with Financial Accounting Standards Board Statement no. 133; provided that the underlying contract or arrangement is intended solely for hedging (and not speculative) purposes; plus

(c)   to the extent otherwise included in the computation of Consolidated Total Assets, any subscriptions receivable.

Consolidated Total Assets. The sum of (i) all assets ("consolidated balance sheet assets") of Rogers US and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles, plus (ii) without duplication, all assets leased by Rogers US or any Subsidiary as lessee under any Synthetic Lease to the extent that such assets would have been consolidated balance sheet assets had the Synthetic Lease been treated for accounting purposes as a Capitalized Lease, plus (iii) without duplication, all sold receivables referred to in clause (vii) of the definition of the term "Indebtedness" to the extent that such receivables would have been consolidated balance sheet assets had they not been sold.

Consolidated Total Interest Expense. For any period, the aggregate amount of interest required to be paid or accrued by Rogers US and its Subsidiaries during such period on all Indebtedness of Rogers US and its Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease, or any Synthetic Lease, and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money, other than fees and expenses incurred under §§5.7 or 5.8.

Consolidated Total Liabilities. All liabilities of Rogers US and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and classified as such on the consolidated balance sheet of Rogers US and its Subsidiaries.

Conversion Request. A notice given by the Borrowers to the Bank of the Borrowers' election to convert or continue a Loan in accordance with §§ 2.6 or 2.7.

Credit Agreement. This Multicurrency Revolving Credit Agreement, including the Schedules and Exhibits hereto.

Default. See §12.1.

Distribution. The declaration or payment of any dividend on or in respect of any shares of any class of capital stock of any Borrower, other than dividends to the extent payable in shares of common stock of such Borrower; the purchase, redemption, or other retirement of any shares of any class of capital stock of any Borrower, directly or indirectly through a Subsidiary of such Borrower or otherwise, other than in connection with the exercise of stock options by employees or directors of such Borrower or its Subsidiaries (or former employees or former directors); the return of capital by any Borrower to its shareholders as such; or any other distribution on or in respect of any shares of any class of capital stock of any Borrower, other than pursuant to the Shareholder Rights Plan.

Dollar Equivalent. On any particular date, with respect to any amount denominated in Dollars, such amount of Dollars, and with respect to any amount denominated in a currency other than Dollars, the amount (as conclusively ascertained by the Bank absent manifest error) of Dollars which could be purchased by the Bank (in accordance with its normal banking practices) in the London foreign currency deposit markets with such amount of such currency at the spot rate of exchange prevailing at or about 11:00 a.m. (London time) on such date.

Dollars or $. Dollars in lawful currency of the United States of America.

Domestic Lending Office. Initially, the office of the Bank at the address set forth on page 1; thereafter, such other office of the Bank, if any, located within the United States that will be making or maintaining Prime Rate Loans.

Domestic Net Assets. The total domestic United States assets of Rogers US determined in accordance with generally accepted accounting principles, excluding the value of Investments in, and amounts due from, Subsidiaries and Joint Ventures, less the total liabilities (excluding the Obligations) of Rogers US and its Subsidiaries determined in accordance with generally accepted accounting principles.

Domestic Subsidiary. Any Subsidiary which is not a Foreign Subsidiary; provided that for the purposes of §§6.17 and 7.11, the term Domestic Subsidiary shall mean any Subsidiary at any time owning, leasing or operating any Real Estate.

Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §§ 2.6 or 2.7.

EBITDA. The Consolidated Net Income (or Deficit) of Rogers US and its Subsidiaries for any fiscal period, plus, to the extent deducted in the calculation of Consolidated Net Income (or Deficit) and without duplication, (a) depreciation, amortization and other similar noncash changes for such period, (b) income tax expense for such period, and (c) Consolidated Total Interest Expense paid or accrued during such period, excluding the net income (or deficit) of any Person (other than a Subsidiary) in which Rogers US or a Subsidiary has an ownership interest, except to the extent that any such income has been actually received by Rogers US or such Subsidiary in the form of cash dividends or similar cash Distributions, in each case as determined in accordance with generally accepted accounting principles.

Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Environmental Laws. See §6.17(a).

EPA. See §6.17(b).

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer with any Borrower under §414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

EU Treaties. The Treaty of Rome of March 25, 1957 establishing the European Community, as amended by the Treaty on the European Union signed on February 7, 1992 (the Maastricht Treaty), and as further amended from time to time.

Euro or e. The single currency of the Participating Member States.

Eurocurrency Interbank Market. Any lawful recognized market in which deposits of Dollars and the relevant Optional Currencies are offered by international banking units of United States banking institutions and by foreign banking institutions to each other and in which foreign currency and exchange operations or eurocurrency funding operations are customarily conducted.

Eurocurrency Lending Office. The office of the Bank that shall be making or maintaining LIBOR Rate Loans, as the same may change from time to time.

Event of Default. See §12.1.

Excluded Taxes. Any (i) franchise taxes on the Bank, (ii) taxes on income or profits of the Bank, or (iii) other taxes incurred by the Bank except those imposed as a result of, or relating to, this Agreement.

Existing Bank of America Agreement. The Multi-Currency Revolving Credit Agreement dated as of December 8, 2000 among Rogers US, Bank of America, and the Bank, as amended and in effect immediately prior to the Closing Date.

Existing Letters of Credit. The letters of credit, if any, issued by Bank of America for the account of Rogers US prior to the Closing Date and listed on Schedule 2.

Financial Affiliate. A Subsidiary of the bank holding company controlling the Bank, which Subsidiary is engaging in any of the activities permitted by §4(k) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843), as amended.

Foreign Exchange Exposure. The Bank's aggregate pre-settlement exposure, as determined by the Bank, under foreign exchange agreements to which the Bank and Rogers US are parties. In no event shall the aggregate Foreign Exchange Exposure exceed $7,500,000 at any one time.

Foreign Subsidiary. Any Subsidiary which conducts substantially all of its business in countries other than the United States of America and that is organized under the laws of a jurisdiction other than the United States of America and the States (or the District of Columbia) thereof.

generally accepted accounting principles. Accounting principles that are (A) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (B) consistently applied in all material respects with past financial statements of Rogers US, in each case such that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied.

Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guarantors. Each Domestic Subsidiary of Rogers US existing on the Closing Date (other than World Properties) and each other Person required to be or become a guarantor from time to time pursuant to §7.14.

Guaranty. The Guaranty, dated or to be dated on or prior to the Closing Date, made jointly and severally by each Domestic Subsidiary of Rogers US (other than World Properties) in favor of the Bank pursuant to which each Domestic Subsidiary of Rogers US guaranties to the Bank the payment and performance of the Obligations and in form and substance satisfactory to the Bank, and any other guaranty substantially in the form of such Guaranty in favor of the Bank made by any Person required to be or become a guarantor pursuant to §7.14.

Hazardous Substances. See §6.17(b).

     Hedging Contracts. Interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between the Borrowers and the Bank and designed to protect the Borrowers against fluctuations in interest rates or currency exchange rates.

     Hedging Obligations. With respect to the Borrowers, all liabilities of the Borrowers to the Bank under Hedging Contracts.

     Indebtedness. As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent but without duplication:

    (i)   every obligation of such Person for money borrowed.

    (ii)   every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses,

    (iii)   every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person,

    (iv)   every obligation of such Person issued or assumed as the deferred purchase price of property or services (including securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business),

    (v)   every obligation of such Person under any Capitalized Lease,

    (vi)   every obligation of such Person under any Synthetic Lease,

    (vii)   all sales by such Person of (A) accounts or general intangibles for money due or to become due, (B) chattel paper, instruments or documents creating or evidencing a right to payment of money or (C) other receivables (collectively "receivables"), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Person to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith,

    (viii)   every obligation of such Person (an "equity related purchase obligation") to purchase, redeem, retire or otherwise acquire for value any shares of capital stock of any class issued by such Person, other than the obligation to purchase capital stock arising solely as a result of the difference between the trade date and the settlement date for such purchase,

    (ix)   every obligation of such Person under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices (a "Derivative Contract"),

    (x)   every obligation in respect of Indebtedness of any other entity (including any joint venture to which such Person is a party or any partnership in which such Person is a general partner) to the extent that such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor and such terms are enforceable under applicable law, and

    (xi)   every obligation, contingent or otherwise, of such Person guaranteeing, or having the legal effect of guaranteeing or otherwise acting as surety for, any obligation of a type described in any of clauses (i) through (x) (the "primary obligation") of another Person (the "primary obligor"), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (A) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation, (B) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (C) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation.

The "amount" or "principal amount" of any Indebtedness at any time of determination represented by (u) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with generally accepted accounting principles, (v) any Capitalized Lease shall be the principal component of the aggregate of the rental obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (w) any sale of receivables shall be the amount of unrecovered capital or principal investment of the purchaser (other than Rogers US or any of its wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (x) any Synthetic Lease shall be the stipulated loss value, termination value or other equivalent amount, (y) any Derivative Contract shall be the maximum amount of any termination or loss payment required to be paid by such Person (net of any offsetting positions) if such Derivative Contract were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred and (z) any equity related purchase obligation shall be the maximum fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price.

Ineligible Securities. Securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. §24, Seventh), as amended.

Intellectual Property. See §8.11.

Interest Payment Date. (i) Relative to any Prime Rate Loan, with respect to interest accrued during the applicable calendar quarter, the last day of such calendar quarter (including the calendar quarter that includes the Drawdown Date of such Prime Rate Loan); provided that if the last day of the calendar quarter is not a Business Day, then the Interest Payment Date shall be the next succeeding Business Day; and (ii) relative to any LIBOR Rate Loan having an Interest Period of three months or less, the last Business Day of such Interest Period, and as to any LIBOR Rate Loan having an Interest Period longer than three months, each Business Day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period.

(A)   initially, the period beginning on (and including) the date on which such LIBOR Rate Loan is made or continued as, or converted into, a LIBOR Rate Loan pursuant to Section 2.6 or 2.7 and ending on (but excluding) the day which numerically corresponds to such date one, two, three, six, nine, or twelve months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), in each case as a Borrower may select in its notice pursuant to Section 2.6 or 2.7 ; and

(B)   thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three, six, nine, or twelve months thereafter, as selected by a Borrower by irrevocable notice to the Bank not less than two Business Days prior to the last day of the then current Interest Period with respect thereto;

provided, however, that

International Standby Practices. With respect to any standby Letter of Credit, International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the Bank in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit.

Investments. All expenditures made and (without duplication) all liabilities incurred (contingently or otherwise) (a) for the acquisition of stock (other than stock of Rogers US) or Indebtedness of any Person, (b) for loans, advances, capital contributions or transfers of property to any Person (other than sales of inventory, licenses of intellectual property and dispositions of obsolete assets in the ordinary course of business consistent with past practices), (c) in respect of any guaranties (or other commitments as described under Indebtedness) of the obligations of any Person; provided that income from Joint Ventures shall not be an Investment for purposes of this Credit Agreement notwithstanding that Rogers US or such Subsidiary may, in accordance with generally accepted accounting principles, account for such income as a debit to the investment account on Rogers US or such Subsidiary's balance sheet. In determining the aggregate amount of Investments outstanding at any particular time: (i) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (ii) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution) or repayment of loan principal; (iii) there shall not be deducted in respect to any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise; (iv) the amount of Investments consisting of non-cash property (including without limitation any Intellectual Property) transferred to a Joint Venture shall be deemed to be the book value (determined in accordance with generally accepted accounting principles) of such non-cash property at the time of such transfer to such Joint Venture, disregarding for this purpose any valuation the parties to such Joint Venture shall have placed thereon for purposes of establishing such Joint Venture; provided that a non-perpetual license of Intellectual Property in which Rogers US or the applicable Subsidiary retains rights having significant value and which is of limited exclusivity with respect to the applicable territory or field of use, shall not be deemed to be a transfer of such Intellectual Property for purposes of this definition; and (v) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof; provided that Rogers US may in any fiscal period deduct from the aggregate amount of Investments decreases in the value of Investments (up to any aggregate amount of $2,500,000 during the term of this Agreement) to the extent the amount of any such decrease is deducted from Consolidated Net Income of Rogers US and its Subsidiaries during such fiscal period.

Japanese Yen. The lawful currency of the country of Japan.

Joint Venture. Any Affiliate of Rogers US or a Subsidiary of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries less than a majority (by number of votes) of the outstanding Voting Stock; provided that notwithstanding the foregoing, Rogers Inoac shall be deemed to be a Joint Venture until such time as Rogers US shall own, directly or indirectly, sixty percent (60%) or more of its outstanding Voting Stock, at which time Rogers Inoac shall become a Subsidiary.

Letter of Credit. See §4.1.1.

Letter of Credit Application. See §4.1.1.

Letter of Credit Fee . See §4.6.

Leverage Ratio. As at any date of determination, the ratio of (a) Total Funded Indebtedness of Rogers US and its Subsidiaries outstanding on such date to (b) EBITDA of Rogers US and its Subsidiaries for the period of four consecutive fiscal quarters ended on such date (or, if such date is not a fiscal quarter end date, the period of four consecutive fiscal quarters most recently ended).

LIBOR Lending Rate. Relative to any LIBOR Rate Loan to be made, continued or maintained as, or converted into, a LIBOR Rate Loan for any Interest Period, a rate per annum determined pursuant to the following formula:

LIBOR Lending Rate =          LIBOR Rate

        (1.00 - LIBOR Reserve Percentage)

LIBOR Rate. Relative to any Interest Period for LIBOR Rate Loans, the offered rate for deposits of U.S. Dollars in an amount approximately equal to the amount of the requested LIBOR Rate Loan for a term coextensive with the designated Interest Period which the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such Interest Period.

LIBOR Rate Loan. Any Loan the rate of interest applicable to which is based upon the LIBOR Rate.

LIBOR-Reference Banks Loan. Any Loan the rate of interest applicable to which is based upon the LIBOR-Reference Banks Rate.

LIBOR-Referenced Banks Lending Rate. Relative to a LIBOR-Referenced Banks Rate Loan for any Interest Period, a rate per annum determined pursuant to the following formula:

LIBOR-Reference Banks Lending Rate =   LIBOR-Reference Banks Rate

            (1.00 - LIBOR Reserve Percentage)

LIBOR-Reference Banks Rate. Relative to any Interest Period for LIBOR-Reference Banks Loans, the rate for which deposits in U.S. Dollars are offered by the Reference Banks to prime banks in the London interbank market in an amount approximately equal to the amount requested LIBOR-Reference Banks Loan at approximately 11:00 a.m., London time on the day that is two London Banking Days prior to the beginning of such Interest Period. The Bank will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for such date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for such date will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Bank at approximately 11:00 a.m. New York City time for loans in U.S. Dollars to leading European banks for such Interest Period and in an amount approximately equal to the amount requested LIBOR-Reference Banks Loan.

LIBOR Reserve Percentage. Relative to any day of any Interest Period for LIBOR Rate Loans, the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) under any regulations of the Board of Governors of the Federal Reserve System (the "Board") or other governmental authority having jurisdiction with respect thereto as issued from time to time and then applicable to assets or liabilities consisting of "Eurocurrency Liabilities", as currently defined in Regulation D of the Board, having a term approximately equal or comparable to such Interest Period.

Loan Documents. This Credit Agreement, the Notes, the Letter of Credit Applications, the Letters of Credit, the Guaranty, and any other documents executed in connection with this Credit Agreement.

Loan Request. See §2.6.

     Loans. Revolving credit loans made or to be made by the Bank to the Borrowers pursuant to §2.

     London Banking Day. A day on which dealings in US dollar deposits are transacted in the London interbank market.

Material Adverse Effect. A material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of Rogers US and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Bank to enforce any of the Loan Documents or (c) the ability of any Borrower or any of the Guarantors to perform its obligations under the Loan Documents.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.

Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate.

Notes. Revolving Credit Note A and Revolving Credit Note B.

Obligations. All indebtedness, obligations and liabilities of any of the Borrowers and their respective Subsidiaries to the Bank, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or in respect of any of the Loans made or Reimbursement Obligations incurred or any of the Notes, Letter of Credit Application, Letter of Credit or other instruments at any time evidencing any thereof. Without limiting any other provision of this Agreement, the Borrowers shall be jointly and severally liable for all of the Obligations.

Optional Currency. The Japanese Yen, the Euro, and any other currency that is freely convertible into Dollars and is traded on a recognized Eurocurrency Interbank Market selected by the Bank in good faith.

Outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

Overnight Rate. For any day, (a) as to Loans denominated in Dollars, the weighted average interest rate paid by the Bank for federal funds acquired by the Bank, and (b) as to Loans denominated in an Optional Currency, the rate of interest per annum at which overnight deposits in the applicable Optional Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by the Bank to major banks in the London interbank market.

Participating Member State. A member state of the European Union that adopts a single currency in accordance with the EU Treaties.

PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Permitted Liens. Liens, security interests and other encumbrances permitted by §8.2.

Person. Any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

Prime Rate. The rate of interest announced by Bank in Hartford, Connecticut from time to time as its "Prime Rate." The Borrowers acknowledge that the Bank may make loans to its customers above, at or below the Prime Rate. Interest accruing by reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a 365-day year.

Prime Rate Loan. Any Loan for the period(s) when the rate of interest applicable to such Loan is calculated by reference to the Prime Rate.

Pro Forma Basis. In connection with a proposed stock or asset acquisition, the calculation of compliance with the financial covenants set forth in §9 hereof by Rogers US and its Subsidiaries (including the person or asset(s) to be acquired) with reference to the audited historical financial results of such Person, if available, and if not so available, then with reference to such management certified financial results of such Person as shall be reasonably acceptable to the Bank (or, if an acquisition of assets, the financial results attributable to such assets) for the most recently ended period of four consecutive fiscal quarters ending prior to the date of such acquisition for which such management certified financial results are available (but in any event ending no later than the penultimate fiscal quarter ending prior to the date of such acquisition), after giving effect on a pro forma basis to such acquisition in the manner described below:

(i)   all Indebtedness (whether under this Credit Agreement or otherwise), all assets and any other balance sheet adjustments incurred or made in connection with such acquisition shall be deemed to have been incurred or made on the first day of such period of four fiscal quarters, and all Indebtedness of the Person acquired or to be acquired in such acquisition which was or will have been repaid in connection with the consummation of such acquisition shall be deemed to have been repaid concurrently with the incurrence of the Indebtedness incurred in connection with such acquisition;

(ii)   all Indebtedness assumed to have been incurred pursuant to the preceding clause (i) shall be deemed to have borne interest at the sum of (a) the arithmetic mean of (x) the LIBOR Rate for LIBOR Rate Loans denominated in the currency in which such Indebtedness has been incurred having an Interest Period of one month, as in effect on the first day of such period of four fiscal quarters, and (y) the LIBOR Rate for LIBOR Rate Loans having an Interest Period of one month, as in effect on the last day of such period of four fiscal quarters plus (b) the Applicable Margin on LIBOR Rate Loans then in effect (after giving effect to the incurrence of such Indebtedness);

(iii)   without duplication, Consolidated Net Income and EBITDA of Rogers US and its Subsidiaries shall be determined, and any adjustments to Consolidated Net Income and EBITDA which are attributable to the change in ownership and/or management resulting from such acquisition shall be deemed to have been realized, assuming that such acquisition occurred on the first day of such period of four fiscal quarters; and

(iv)   other reasonable cost savings, expenses and other income statement or operating statement adjustments which are attributable to the change in ownership and/or management resulting from such acquisition as may be approved by the Bank in writing (which approval shall not be unreasonably withheld) shall be deemed to have been realized on the first day of such period of four fiscal quarters.

RCRA. See §6.17(a).

Real Estate. All real property situated in the United States of America at any time owned or leased (as lessee or sublessee) by Rogers US or any of its Subsidiaries.

Record. The grid attached to a Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Bank with respect to any Loan referred to in such Note.

     Reference Banks. Four major banks in the London interbank market.

     Reimbursement Obligation. The Borrowers' obligation to reimburse the Bank on account of any drawing under any Letter of Credit as provided in §4.2.

     Revolving Credit A Commitment. The amount of the Bank's Commitment under Revolving Credit Facility A, as in effect from time to time. On the Closing Date, the Revolving Credit A Commitment is Seventy-five Million Dollars ($75,000,000).

     Revolving Credit B Commitment. The amount of the Bank's Commitment under Revolving Credit Facility B, as in effect from time to time. On the Closing Date, the Revolving Credit B Commitment is Twenty-five Million Dollars ($25,000,000).

     Revolving Credit A Maturity Date . November 13, 2011.

     Revolving Credit B Maturity Date. November 13, 2007.

     Revolving Credit Facility A. See §2.1.1.

     Revolving Credit Facility B. See §2.1.2.

     Revolving Credit Note. See §2.4.

     Revolving Credit Note A. The promissory note evidencing the Borrowers' obligations with respect to Revolving Credit Facility A.

     Revolving Credit Note B. The promissory note evidencing the Borrowers' obligations with respect to Revolving Credit Facility B.

     Revolving Credit Note Record. A Record with respect to a Revolving Credit Note.

     Rogers Inoac. Rogers Inoac Corporation, a Japanese corporation.

     Sale/Leaseback Arrangement. See §8.6.

     SARA. See §6.17(a).

     Same Day Funds. With respect to disbursements and payment in (a) Dollars, immediately available funds and (b) an Optional Currency, same day or other funds as may be determined by the Bank to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Optional Currency.

     Senior Funded Debt. The Total Funded Indebtedness of Rogers US and its Subsidiaries, less the amount of any such Indebtedness subordinated to the Obligations on terms and conditions satisfactory to the Bank.

     Senior Funded Debt to EBITDA Ratio. As of any given date, the ratio of (a) the total amount of Senior Funded Debt on such date to (b) the consolidated EBITDA of Rogers US and its Domestic Subsidiaries for the most recently ended rolling twelve-month period.

     Shareholder Rights Plan. The Rights Agreement between Rogers US and Registrar and Transfer Company, as rights Bank, and filed with the Securities and Exchange Commission as of March 25, 1997.

     Subsidiary. Any corporation, association, trust, or other business entity of which the designated parent owns or acquires directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock, other than Rogers Inoac; provided that at such time as Rogers US shall own, directly or indirectly, sixty percent (60%) or more of the outstanding Voting Stock of Rogers Inoac, Rogers Inoac shall become a Subsidiary of Rogers US for purposes of this Credit Agreement.

     Synthetic Lease. Any lease treated as an operating lease under generally accepted accounting principles and as a loan or a financing for U.S. income tax purposes.

     Taxes. See §5.2.

     Total Commitment. The sum of the Revolving Credit A Commitment and the Revolving Credit B Commitment, as in effect from time to time. On the Closing Date the Total Commitment is $100,000,000.

     Total Funded Indebtedness. On any date of determination, all Indebtedness of Rogers US and its Subsidiaries for borrowed money (including, without limitation, all notes and bonds and all guarantees by such Persons of Indebtedness of others for borrowed money), purchase money Indebtedness, Indebtedness consisting of reimbursement obligations with respect to letters of credit, and Indebtedness with respect to Capitalized Leases and Synthetic Leases outstanding on such date, determined on a consolidated basis in accordance with generally accepted accounting principles. Total Funded Indebtedness shall not include Indebtedness for borrowed money of any Joint Venture unless Rogers US or a Subsidiary has guaranteed the Indebtedness for borrowed money of such joint venture or similar entity or is otherwise liable for such Indebtedness.

     Type. As to any Loan, its nature as a Prime Rate Loan or a LIBOR Rate Loan.

     Uniform Customs. With respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Bank in the ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit.

     Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which the Borrowers do not reimburse the Bank on the date specified in, and in accordance with, §4.2.

     Unused Line Fee Rate. The applicable rate per annum set forth in the chart contained in the definition of Applicable Margin under the heading "Unused Line Fee Rate".

     Voting Stock. Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

     World Properties. World Properties, Inc., an Illinois corporation and a wholly-owned Subsidiary of Rogers US.

    1.2   Rules of Interpretation.

        (a)   A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement.

        (b)   The singular includes the plural and the plural includes the singular.

        (c)   A reference to any law includes any amendment or modification to such law.

        (d)   A reference to any Person includes its permitted successors and permitted assigns.

        (e)   Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer.

        (f)   The words "include", "includes" and "including" are not limiting.

        (g)   All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts, have the meanings assigned to them therein, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code.

        (h)   Reference to a particular "§" refers to that section of this Credit Agreement unless otherwise indicated.

        (i)   The words "herein", "hereof", "hereunder" and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement.

        (j)   Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including."

        (k)   This Credit Agreement and the other Loan Documents may use several different limitation, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof.

        (l)   This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Bank and the Borrowers and are the product of discussions and negotiations among all parties. Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Bank merely on account of the Bank's involvement in the preparation of such documents.

2.   THE REVOLVING CREDIT FACILITIES.

    2.1.   Revolving Credit Facilities.

         2.1.1.   Revolving Credit Facility A. Subject to the terms and conditions set forth in this Credit Agreement, the Bank agrees to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit A Maturity Date, upon notice by any Borrower to the Bank given in accordance with §2.6, such sums in Dollars and/or at such Borrower's option and subject to §2.9, in an Optional Currency, as are requested by such Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to the Revolving Credit A Commitment minus the sum of (a) the Maximum Drawing Amount and (b) all Unpaid Reimbursement Obligations, provided that the sum of the Dollar Equivalents of the outstanding amounts of the Loans under Revolving Credit Facility A (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Revolving Credit A Commitment. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in §10 and §11, in the case of the initial Loans to be made on the Closing Date, and §11, in the case of all other Loans, have been satisfied on the date of such request.

           2.1.2.   Revolving Credit Facility B. Subject to the terms and conditions set forth in this Credit Agreement, the Bank agrees to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit B Maturity Date, upon notice by any Borrower to the Bank given in accordance with §2.6, such sums in Dollars and/or at such Borrower's option and subject to §2.9, in an Optional Currency, as are requested by such Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to the Revolving Credit B Commitment, provided that the sum of the Dollar Equivalents of the outstanding amounts of the Loans under Revolving Credit Facility B (after giving effect to all amounts requested) plus the total Foreign Exchange Exposure, as determined by the Bank, shall not at any time exceed the Revolving Credit B Commitment. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in §10 and §11, in the case of the initial Loans to be made on the Closing Date, and §11, in the case of all other Loans, have been satisfied on the date of such request.

      2.2.   Unused Line Fee. The Borrowers agree to pay to the Bank a fee calculated at the Unused Line Fee Rate per annum on the average daily amount during each calendar quarter or portion thereof from the Closing Date to the Revolving Credit A Maturity Date by which the Total Commitment minus the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Dollar Equivalent of the outstanding amount of Loans during such calendar quarter. The unused line fee shall be payable quarterly in arrears on the first Business Day of each calendar quarter for the immediately preceding calendar quarter commencing on the first such date following the date hereof, with a final payment on the Revolving Credit A Maturity Date or any earlier date on which any Commitment shall terminate.

     2.3.   Reduction of Commitments. The Borrowers shall have the right at any time and from time to time upon three (3) days prior written notice to the Bank to reduce by $5,000,000 or a larger integral multiple of $1,000,000 or terminate entirely the Revolving Credit A Commitment or the Revolving Credit B Commitment, whereupon such Commitment shall be reduced or, as the case may be, terminated. Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Bank the full amount of any unused line fee then accrued on the amount of the reduction. No reduction or termination of any Commitment may be reinstated.

      2.4.   The Revolving Credit Notes. The Loans under Revolving Credit Facility A shall be evidenced by Revolving Credit Note A in substantially the form of Exhibit A hereto, and the Loans under Revolving Credit Facility B shall be evidenced by Revolving Credit Note B in substantially the form of Exhibit B hereto (each a "Revolving Credit Note"), dated as of the Closing Date and completed with appropriate insertions. Each Revolving Credit Note shall be payable to the order of the Bank in a principal amount equal to the Revolving Credit A Commitment or Revolving Credit B Commitment, as applicable, or, if less, the outstanding amount of all Loans made by the Bank, plus interest accrued thereon, as set forth below. The Borrowers irrevocably authorize the Bank to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal on a Revolving Credit Note, an appropriate notation on the Revolving Credit Note Record for such Revolving Credit Note reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on each Revolving Credit Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on a Revolving Credit Note Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due.

    2.5.   Interest Provisions. Interest on the outstanding principal amount of any Loan when classified as a: (i) LIBOR Rate Loan shall accrue during each Interest Period at a rate equal to the sum of the LIBOR Lending Rate for such Interest Period plus the Applicable Margin thereto and be payable on each Interest Payment Date, (ii) LIBOR-Reference Banks Rate Loan shall accrue during each Interest Period at a rate equal to the sum of the LIBOR-Reference Banks Lending Rate for such Interest Period plus the Applicable Margin thereto and be payable on each Interest Payment Date, and (iii) Prime Rate Loan shall accrue during each Interest Period at a rate equal to the Prime Rate and be payable on each Interest Payment Date.

    2.6.   Borrowing Procedures.  

            2.6.1 LIBOR Loan Requests. By delivering a borrowing request to the Bank on or before 10:00 a.m., New York time, on a Business Day, any Borrower may from time to time irrevocably request, on not less than two nor more than five Business Days’ notice, that a LIBOR Rate Loan be made in a minimum amount of $100,000 and integral multiples of $100,000, with a specified Interest Period. On the terms and subject to the conditions of this agreement, each LIBOR Rate Loan shall be made available to such Borrower no later than 11:00 a.m. New York time on the first day of the applicable Interest Period by deposit to the account of such Borrower as shall have been specified in its borrowing request.

            2.6.2 Prime Rate Loan Requests. By delivering a borrowing request to the Bank on or before 2:00 p.m., Hartford time, on a Business Day, any Borrower may from time to time irrevocably request that a Prime Rate Loan be made in a minimum amount of $100,000 and integral multiples of $100,000. On the terms and subject to the conditions of this Agreement, each Prime Rate Loan shall be made available to such Borrower on the next Business Day following receipt of such borrowing request (if such request is made by 2:00 p.m., Hartford time) or the second Business Day following receipt of such request (if such request is made after 2:00 p.m., Hartford time) by deposit to the account of such Borrower as shall have been specified in its borrowing request.

            2.6.3 Continuation and Conversion Elections. (a) By delivering a continuation/conversion notice to the Bank on or before 10:00 a.m., New York time, on a Business Day, any Borrower may from time to time irrevocably elect, on not less than two nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $100,000 and integral multiples of $100,000, of any LIBOR Rate Loan be converted on the last day of an Interest Period into a LIBOR Rate Loan with a different Interest Period, or continued on the last day of an Interest Period as a LIBOR Rate Loan with a similar Interest Period, provided, however, that no portion of the outstanding principal amount of any LIBOR Rate Loans may be converted to, or continued as, LIBOR Rate Loans when any default or Event of Default has occurred and is continuing, and no portion of the outstanding principal amount of any LIBOR Rate Loans may be converted to LIBOR Rate Loans of a different duration if such LIBOR Rate Loans relate to any Hedging Obligations. In the absence of delivery of a continuation/conversion notice with respect to any LIBOR Rate Loan at least two Business Days before the last day of the then current Interest Period with respect thereto, each maturing LIBOR Rate Loan shall automatically be continued as a LIBOR Rate Loan with an Interest Period of thirty (30) days. Notwithstanding the foregoing, if any Default or Event of Default has occurred and is continuing (if the Bank does not otherwise elect to exercise any right to accelerate the Loans it is granted hereunder), each maturing LIBOR Rate Loan shall automatically be continued as a Prime Rate Loan.

(b) By delivering a conversion notice to the Bank on or before 10:00 a.m., New York time, on a Business Day, any Borrower may from time to time irrevocably elect, on not less than two nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $100,000 and integral multiples of $100,000, of any Prime Rate Loan be converted on the last day of an Interest Period into a LIBOR Rate Loan, provided, however, that no portion of the outstanding principal amount of any Prime Rate Loans may be converted to, or continued as, LIBOR Rate Loans when any default or Event of Default has occurred and is continuing. In the absence of delivery of a conversion notice with respect to any Prime Rate Loan, each Prime Rate Loan shall remain a Prime Rate Loan.

    2.7 Repayments, Prepayments and Interest.

            2.7.1 Continuations and Conversions. LIBOR Rate Loans shall mature and become payable in full on the last day of the Interest Period relating to such LIBOR Rate Loan. Prior to the termination of this Credit Agreement, upon the maturity of a LIBOR Rate Loan it may be continued for an additional Interest Period or may be converted to a Prime Rate Loan (if there exists no default or Event of Default and the Bank does not otherwise elect to exercise any right to accelerate the Loans it is granted hereunder).

            2.7.2 Voluntary Prepayment of LIBOR Rate Loans. LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein. For LIBOR Rate Loans in connection with which the Borrowers have or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts. The Borrowers shall give the Bank, no later than 10:00 a.m., New York City time, at least four (4) Business Days notice of any proposed prepayment of any LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Rate Loans shall be in an integral multiple of $100,000 and accompanied by the payment of all charges outstanding on such LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment. Borrowers acknowledge that prepayment or acceleration of a LIBOR Rate Loan during an Interest Period shall result in the Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Rate Loans shall be accompanied by, and the Borrowers hereby promise to pay, on each date a LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount ("LIBOR Rate Loan Prepayment Fee") determined by the Bank pursuant to the following formula:

(a)   the then current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the end of the Interest Period as to which prepayment is made, subtracted from

(b)   the LIBOR Lending Rate plus the Applicable Margin applicable to the LIBOR Rate Loan being prepaid.

If the result of this calculation is zero or a negative number, then there shall be no LIBOR Rate Loan Prepayment Fee. If the result of this calculation is a positive number, then the resulting percentage shall be multiplied by:

(c)   the amount of the LIBOR Rate Loan being prepaid.

The resulting amount shall be divided by:

(d)   360

and multiplied by:

(e)   the number of days remaining in the Interest Period as to which the prepayment is being made.

Said amount shall be reduced to present value calculated by using the referenced United States Treasury securities rate and the number of days remaining on the Interest Period for the LIBOR Rate Loan being prepaid.

    The resulting amount of these calculations shall be the LIBOR Rate Loan Prepayment Fee. The Bank will notify the Borrowers of the amount of the LIBOR Rate Loan Prepayment Fee and costs for which Bank is entitled to indemnification under Section 5.1 within two (2) Business Days after receipt of the Borrowers' notice of proposed prepayment; provided, however, that the Bank's failure to give such notice within such time shall not impair or otherwise affect the Borrowers' obligation to pay the LIBOR Rate Loan Prepayment Fee or costs for which Bank is entitled to indemnification under Section 5.1.

    2.8.   [Intentionally Omitted]

    2.9.   Optional Currencies.

            2.9.1.   General. Subject to this §2.9.1 and the satisfaction of the terms and conditions of §10 (in the case such Loans to be made on the Closing Date) and §11, each Loan requested to be made in an Optional Currency will be made on the Drawdown Date specified therefor in the applicable Loan Request, in the Optional Currency requested in such Loan Request and, upon being so made, will have the Interest Period requested in such Loan Request. If on or prior to any Drawdown Date of a Loan in which a Borrower has requested be denominated in an Optional Currency, the Bank determines (which determination shall be conclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for the Bank to fund the Loan in such Optional Currency, then the requested Loan shall instead be denominated in Dollars.

            2.9.2.   Exchange Rate. For purposes of this Credit Agreement the amount in one Optional Currency which shall be equivalent on any particular date to a specified amount in another Optional Currency shall be that amount (as conclusively ascertained by the Bank by its normal banking practices, absent manifest error) in the first Optional Currency which is or could be purchased by the Bank (in accordance with normal banking practices) with such specified amount of the second Optional Currency in any recognized Eurocurrency Interbank market selected by the Bank in good faith for delivery on such date at the spot rate of exchange prevailing at 11:00 a.m. (London time) on such date.

         2.9.3.   Multiple Denominations. In the event that any portion of the funds available under the terms of this Credit Agreement is denominated in one or more Optional Currencies, the Dollar Equivalent of such portion of the funds shall be calculated pursuant to the definition of "Dollar Equivalent". The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under §2.1 hereof and any required repayments under §3.2(a).

         2.9.4.   Funding. The Bank may make any Loan denominated in an Optional Currency by causing its Eurocurrency Lending Office or any of its foreign branches or foreign affiliate to make such Loan (whether or not such lending office, branch or affiliate is named as a lending office prior thereto; provided that in such event the obligation of the Borrowers to repay such Loan shall nevertheless be to the Bank and shall, for all purposes of this Credit Agreement be deemed made by the Bank to the extent of such Loan, for the account of such applicable lending office, branch or affiliate.

3.   REPAYMENT OF THE REVOLVING CREDIT LOANS.

     3.1.  Maturity. (a) The Borrowers promise to pay on the Revolving Credit A Maturity Date, and there shall become absolutely due and payable on the Revolving Credit A Maturity Date, all Loans under Revolving Credit Facility A outstanding on such date, together with any and all accrued and unpaid interest thereon.

        (b) The Borrowers promise to pay on the Revolving Credit B Maturity Date, and there shall become absolutely due and payable on the Revolving Credit B Maturity Date, all Loans under Revolving Credit Facility B outstanding on such date, together with any and all accrued and unpaid interest thereon.

    3.2.   Mandatory Repayments of the Loans. (a) If at any time the sum of the Dollar Equivalents of the outstanding amounts of the Loans under Revolving Credit Facility A, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Revolving Credit A Commitment (whether as a result of currency fluctuations or otherwise), then the Borrowers shall immediately pay the amount of such excess to the Bank for application: first, to any Unpaid Reimbursement Obligations; second, to the Loans; and third, to provide the Bank cash collateral for Reimbursement Obligations as contemplated by §4.2(b) and (c).

(b) If at any time the sum of the Dollar Equivalents of the outstanding amounts of the Loans under Revolving Credit Facility B and the Foreign Exchange Exposure, as determined by the Bank, exceeds the Revolving Credit B Commitment (whether as a result of currency fluctuations or otherwise), then the Borrowers shall immediately pay the amount of such excess to the Bank for application to the Loans.

    3.3.   Optional Repayments of the Loans. The Borrowers shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any LIBOR Rate Loans shall be subject to the terms of Section 2.7.2. The Borrowers shall give the Bank written notice no later than 10:00 a.m. (Hartford time) on the date of any proposed prepayment pursuant to this §3.3 of Prime Rate Loans specifying the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $50,000 (or in the case of a Loan denominated in an Optional Currency an amount (rounded to the nearest thousand) of which the Dollar Equivalent is $50,000), shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrowers, first to the principal of Prime Rate Loans and then to the principal of LIBOR Rate Loans.

    4.1.   Letter of Credit Commitments.

        4.1.1.  Commitment to Issue Letters of Credit. Subject to the terms and conditions hereof and the execution and delivery by any Borrower of a letter of credit application on the Bank's customary form (a "Letter of Credit Application"), the Bank in reliance upon the representations and warranties of the Borrowers contained herein, agrees, at any time and from time to time from the Closing Date to the date which is thirty (30) days prior to the Revolving Credit A Maturity Date, to issue, extend and renew for the account of such Borrower one or more standby or documentary letters of credit (individually, a "Letter of Credit") denominated in Dollars, in such form as may be requested from time to time by such Borrower and agreed to by the Bank; provided, however, that, after giving effect to such request, the sum of (i) the Maximum Drawing Amount of all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the Dollar Equivalent of the amount of all Loans outstanding shall not exceed the Revolving Credit A Commitment.

        4.1.2.  Letter of Credit Applications. Each Letter of Credit Application shall be completed to the satisfaction of the Bank. In the event that any provision of any Letter of Credit Application shall be inconsistent with any provision of this Credit Agreement, then the provisions of this Credit Agreement shall, to the extent of any such inconsistency, govern.

        4.1.3.  Terms of Letters of Credit. Each Letter of Credit issued, extended or renewed hereunder shall, among other things, (i) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein, and (ii) have an expiry date no later than seven (7) days prior to the Revolving Credit A Maturity Date. Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practices.

   4.2.   Reimbursement Obligation of the Borrowers. In order to induce the Bank to issue, extend and renew each Letter of Credit, the Borrowers hereby agree to reimburse or pay to the Bank, with respect to each Letter of Credit issued, extended or renewed by the Bank hereunder,

(a)   except as otherwise expressly provided in §4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Bank, or the Bank or otherwise makes a payment with respect thereto, (i) the amount paid by the Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes (other than Excluded Taxes), fees, charges or other costs and expenses whatsoever incurred by the Bank in connection with any payment made by the Bank under, or with respect to, such Letter of Credit,

(b)   upon the reduction (but not termination) of the Revolving Credit A Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Bank as cash collateral for all Reimbursement Obligations, and

(c)   upon the termination of the Revolving Credit A Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Bank as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Bank at the Bank's Head Office in Same Day Funds. Interest on any and all amounts remaining unpaid by the Borrowers under this §4.2 at any time from the date such amounts become due and payable (whether stated in this §4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Bank on demand at the rate specified in §5.11 for overdue principal on Prime Rate Loans.

     4.3.  Letter of Credit Payments. If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the Bank shall notify the Borrowers of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment. The responsibility of the Bank to the Borrowers shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Letter of Credit.

    4.4.   Obligations Absolute. The Borrowers' obligations under this §4 shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which any Borrower may have or have had against the Bank or any beneficiary of a Letter of Credit. The Borrowers further agree with the Bank that the Bank shall not be responsible for, and the Borrowers' Reimbursement Obligations under §4.2 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such document should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among any Borrower, the beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of such Borrower against the beneficiary of any Letter of Credit or any such transferee. The Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except to the extent such error, omission, interruption or delay arose from the Bank's gross negligence or willful misconduct. The Borrowers agree that any action taken or omitted by the Bank under or in connection with each Letter of Credit and the related drafts and document, if done in good faith and absent gross negligence or willful misconduct, shall be binding upon the Borrowers and shall not result in any liability on the part of the Bank to the Borrowers.

    4.5.   Reliance by Issuer. To the extent not inconsistent with §4.4, the Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Bank.

    4.6.   Letter of Credit Fee. The Borrowers shall pay a fee (in each case, a "Letter of Credit Fee") to the Bank in respect of each documentary or standby Letter of Credit calculated at the rate equal to the Applicable Margin for LIBOR Rate Loans per annum of the face amount of such Letter of Credit. The Letter of Credit Fees for each Letter of Credit shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter.

5.   CERTAIN GENERAL PROVISIONS.

    5.1.   Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers agree to reimburse the Bank (without duplication) for any increase in the cost to the Bank, or reduction in the amount of any sum receivable by the Bank, in respect, or as a result of:

The Bank shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Bank for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Bank within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) the Bank does not have any obligation to purchase, sell and/or match funds in connection with the use of LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Prepayment Fee, and other funding losses incurred by the Bank. Borrowers further agree to pay the LIBOR Rate Prepayment Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell and/or match funds.

    5.2.   Taxes. All payments by the Borrowers of principal of, and interest on, the LIBOR Rate Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrowers hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrowers will

Moreover, if any Taxes are directly asserted against the Bank with respect to any payment received by the Bank hereunder, the Bank may pay such Taxes and the Borrowers will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had such Taxes not been asserted.

If the Borrowers fail to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Borrowers shall indemnify the Bank for any incremental Taxes, interest or penalties that may become payable by the Bank as a result of any such failure.

    5.3.   Funds for Payments.

     5.3.1.   Payments to Bank. All payments of principal, interest, Reimbursement Obligations, commitment fees, Letter of Credit Fees and any other amounts due hereunder or under any of the other Loan Documents shall be made in Same Day Funds on the due date thereof to the Bank at the Bank's Head Office or at such other place that the Bank may from time to time designate, in each case at or about 11:00 a.m. (Hartford, Connecticut time or other local time at the place of payment).

     5.3.2.   No Offset, etc. All payments by the Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any Taxes (other than any Excluded Taxes, if applicable) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrowers with respect to any amount payable by any Borrower hereunder or under any of the other Loan Documents, the Borrowers will pay to the Bank on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Bank to receive the same net amount which the Bank would have received on such due date had no such obligation been imposed upon the Borrowers. The Borrowers will deliver promptly to the Bank certificates or other valid vouchers for all Taxes or other charges deducted from or paid with respect to payments made by the Borrowers hereunder or under such other Loan Document.

           5.3.3.   Currency Matters.

(a)   Dollars are the currency of payment for each and every sum due at any time from the Borrowers hereunder; provided, that (i) except as expressly provided in this Credit Agreement, each repayment of a Loan or a part thereof shall be made in the currency in which such Loan is denominated at the time of repayment; (ii) each payment of interest shall be made in the currency in which the applicable principal amount is denominated; (iii) each payment of Letter of Credit Fees and commitment fees shall be in Dollars; (iv) each payment in respect of costs, expenses and indemnities shall be made in the currency in which they were incurred; and (v) any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency.

(b)   No payment to the Bank (whether under any judgment or court order or otherwise) shall discharge the obligation or liability in respect of which it was made unless and until the Bank shall have received payment in full in the currency in which such obligation or liability was incurred, and to the extent that the amount of any such payment shall, on actual conversion into such currency, fall short of such obligation or liability expressed in that currency, the Borrowers shall indemnify and hold harmless the Bank, as the case may be, with respect to the amount of the shortfall. In the event that, notwithstanding the requirements of §5.3.3(a), the Borrowers make a payment in a currency other than the currency in which the amount to be paid is expressed, the Bank shall use reasonable efforts to convert such amount promptly into such currency in accordance with its usual and customary practice.

    5.4.   Computations. All computations of interest on the Loans (other than Prime Rate Loans), unused line fees, Letter of Credit Fees and all other fees and charges shall be based on a 360-day year and paid for the actual number of days elapsed. All computations of interest on Prime Rate Loans shall be based on a 365-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The Bank shall disclose to the Borrowers the outstanding amount of the Loans as reflected on the Revolving Credit Note Records from time to time within ten (10) days after notice from the Borrowers requesting such amount. The outstanding amount of the Loans as reflected on the Revolving Credit Note Records from time to time shall be considered correct and binding on the Borrowers unless within five (5) Business Days after receipt of any notice by the Bank of such outstanding amount, the Bank shall notify the Borrowers to the contrary.

    5.5.   Substitute Rate. If the Bank shall have reasonably determined (which determination shall be conclusive and binding absent manifest error) that

the Bank shall forthwith give telephonic notice of such determination, confirmed in writing, to the Borrowers, and upon delivery of such notice, all LIBOR Rate Loans shall automatically convert, at the Borrowers' option, either (i) to Prime Rate Loans or (ii) to LIBOR-Reference Banks Loans. Until any such notice has been withdrawn by the Bank, no further Loans shall be made as, or converted into, LIBOR Rate Loans.

    5.6.   LIBOR Rate Lending Unlawful. If the Bank shall determine (which determination shall, upon notice thereof to the Borrowers be conclusive and binding on the Borrowers) that the introduction of or any change in or in the interpretation of any law, rule, regulation or guideline, (whether or not having the force of law) makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Bank to make, continue or maintain any LIBOR Rate Loan as, or to convert any Loan into, a LIBOR Rate Loan of a certain duration, all LIBOR Rate Loans of such type shall automatically convert into LIBOR-Reference Banks Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. For purposes of this Credit Agreement, in the event of such a conversion, all LIBOR-Reference Banks Loans shall be treated (except as to interest rate) as equivalent to a LIBOR Rate Loan of similar amount and Interest Period. For greater certainty, all provisions of this Credit Agreement relating to LIBOR Rate Loans shall apply equally to LIBOR-Reference Banks Loans, including, but not limited to the manner in which LIBOR-Reference Banks Loans are requested, continued, converted, the manner in which interest accrues, is payable, principal payments are made, whether voluntary or involuntary, as well as any penalties, increased costs or taxes associated with any of the foregoing.

    5.7.   Increased Costs. If on or after the date hereof the adoption of any applicable law, rule or regulation or guideline (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a)   shall subject the Bank to any tax, duty or other charge with respect to its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on its LIBOR Rate Loans or any other amounts due under this agreement in respect of its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans (except for the introduction of, or change in the rate of, tax on the overall net income of the Bank or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which the Bank is organized or in which the Bank’s principal executive office is located); or

(b)   shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System of the United States) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting its LIBOR Rate Loans or its obligation to make LIBOR Rate Loans;

and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any LIBOR Rate Loan, or to reduce the amount of any sum received or receivable by the Bank under this Agreement with respect thereto, by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Borrowers shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction.

    5.8.   Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by the Bank, or person controlling the Bank, and the Bank determines (in its sole and absolute discretion) that the rate of return on its or such controlling person’s capital as a consequence of its commitments or the Loans made by the Bank is reduced to a level below that which the Bank or such controlling person could have achieved but for the occurrence of any such circumstance (other than a circumstance in which the Bank's capital is required to be increased because of losses on loans to other borrowers), then, in any such case upon notice from time to time by the Bank to the Borrowers, the Borrowers shall immediately pay directly to the Bank additional amounts sufficient to compensate the Bank or such controlling person for such reduction in rate of return. A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, the Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

    5.9.   Certificate. A certificate setting forth any additional amounts payable pursuant to §§5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by the Bank or the Bank to the Borrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

    5.10.   Indemnity. The Borrowers agree to indemnify the Bank and to hold the Bank harmless from and against any loss, cost or expense (including loss of anticipated profits) that the Bank may sustain or incur as a consequence of (i) default by the Borrowers in payment of the principal amount of or any interest on any LIBOR Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by the Bank to lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, (ii) default by any Borrower in making a borrowing or conversion after such Borrower has given (or is deemed to have given) a Loan Request or a Conversion Request relating thereto in accordance with §2.6 or §2.7 or (iii) the making of any payment of a LIBOR Rate Loan or the making of any conversion of any such Loan to a Prime Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Bank to lenders of funds obtained by it in order to maintain any such Loans.

    5.11.   Interest After Default. During the continuance of a Default or an Event of Default the principal of the Loans and all other amounts payable hereunder or under any of the other Loan Documents shall, until such Default or Event of Default has been cured or remedied bear interest at a rate per annum (a) in the case of the Loans, equal to two percentage points (2%) above the rate of interest otherwise applicable to such Loans pursuant to §2.5, and (b) in the case of all such other amounts, equal to two percentage points (2%) above the rate of interest otherwise applicable to Prime Rate Loans pursuant to §2.5.

    5.12.   Indemnifiable Events.

(a)   Should an event referred to in Section 5.5, 5.6, 5.7, or 5.8 occur that results in an additional amount or amounts due by Borrower to Bank (an "Indemnifiable Event"), Bank shall notify Borrower of the Indemnifiable Event. To the extent the Indemnifiable Event is not addressed by an adjustment to the LIBOR Lending Rate, the LIBOR-Referenced Banks Lending Rate, or the Prime Rate, as applicable, the Borrower and Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day that Borrower receives notice, an adjustment that will adequately compensate Bank. If the Borrower and Bank are unable to agree to an adjustment amount within thirty (30) days of the day that Borrower receives notice, then Borrower shall within 15 days after demand by the Bank, pay to the Bank such additional amount or amounts as are necessary to compensate Bank in accordance with the applicable section. A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, the Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

(b)   In all cases, should the Borrower’s prepayment of any Obligations or the Borrower’s reduction of a Commitment in accordance with Section 2.3 result in the reduction or elimination of the additional amount or amounts that would otherwise be due Bank pursuant to sections 5.5,5.6,5.7 or 5.8, then Borr