Exhibit
10m-4
As of March 31,
2006
Rogers Corporation
One
Technology Drive
Rogers, Connecticut 06263
Attn: Robert M. Soffer
Re: Multicurrency Revolving Credit Agreement - Fourth
Amendment
Dear
Mr. Soffer:
Reference is
hereby made to that certain Multicurrency Revolving Credit
Agreement dated as of December 8, 2000 by and among Rogers
Corporation (the “ Borrower ”), each of
the Banks listed on Schedule 1 thereto including Bank of America,
N.A., a national banking association, as successor by merger to
Fleet National Bank (the “ Banks ”) and
Bank of America, N.A., successor by merger to Fleet National Bank,
as Agent (the “ Agent ”), as amended
from time to time (as amended, the " Credit
Agreement "). Capitalized terms which are used herein
without definition and which are defined in the Credit Agreement
shall have the same meanings herein as in the Credit
Agreement.
The Borrower has requested that the
Banks amend Section 7.4(a) of the Credit Agreement, and this letter
is to confirm that the Borrower and the Banks have agreed to amend,
and such Section is hereby amended and restated in its entirety to
read as follows:
“(a) a s soon as
practicable, but in any event not later than ninety (90) days after
the end of each fiscal year of the Borrower, the consolidated
balance sheet of the Borrower and its Subsidiaries, as at the end
of such year, and the related consolidated statement of income and
consolidated statement of cash flow for such year, each setting
forth in comparative form the figures for the previous fiscal year
and all such consolidated statements to be in reasonable detail,
prepared in accordance with generally accepted accounting
principles, and certified without qualification (other than a
qualification regarding changes in generally accepted accounting
principles) by Ernst & Young LLP or by other independent
certified public accountants satisfactory to the Agent, together
with a written statement from such accountants to the effect that
they have examined the relevant sections of this Credit Agreement,
and that, in making the examination necessary to said
certification, they have obtained no knowledge of any Default or
Event of Default under §9 of this Credit Agreement, or, if
such accountants shall have obtained knowledge of any then existing
Default or Event of Default under any of such sections they shall
disclose in such statement any such Default or Event of Default;
provided that such accountants shall not be liable to the
Banks for failure to obtain knowledge of any Default or Event of
Default; ”
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