Exhibit 10aaa-3
CONFIDENTIAL
TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THE
DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO.
3
TO MULTICURRENCY REVOLVING
CREDIT AGREEMENT
AMENDMENT NO. 3 TO MULTICURRENCY REVOLVING CREDIT
AGREEMENT (this “Amendment Agreement”) dated as of
October 31, 2008, by and between Rogers Corporation, a
Massachusetts corporation having its principal place of business at
One Technology Drive, Rogers, Connecticut 06263 ("Rogers US"), and
RBS Citizens, National Association (the “Bank”), a
national banking association with offices at 90 State House Square,
10 th
Floor, Hartford, Connecticut 06103,
successor in interest to Citizens Bank of Connecticut, amending a
certain Multicurrency Revolving Credit Agreement dated as of
November 13, 2006 as amended by Amendment No. 1 to Multicurrency
Revolving Credit Agreement dated as of November 10, 2007 and
Amendment No. 2 to Multicurrency Revolving Credit Agreement dated
as of June 17, 2008 (as amended from time to time, the
“Credit Agreement”).
WITNESSETH
WHEREAS, pursuant to the terms of the Credit Agreement,
the Bank has made certain credit facilities available to Rogers US;
and
WHEREAS, Rogers US has requested that the Bank amend
certain terms of the Credit Agreement in certain respects;
and
WHEREAS, the Bank is willing to amend certain terms of the
Credit Agreement in accordance with the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
§1.
Definitions . Capitalized terms used herein without
definition that are defined in the Credit Agreement shall have the
same meanings herein as therein.
§2.
Ratification of Existing Agreements . All of Rogers
US’s obligations and liabilities to the Bank as evidenced by
or otherwise arising under the Credit Agreement, the Notes and the
other Loan Documents, except as otherwise modified in this
Amendment Agreement upon the terms set forth herein, are, by Rogers
US’s execution of this Amendment Agreement, ratified and
confirmed in all respects. In addition, by Rogers US’s
execution of this Amendment Agreement, Rogers US represents and
warrants that no counterclaim, right of set-off, right of
recoupment, or defense of any kind exists or is outstanding with
respect to such obligations and liabilities. Rogers US acknowledges
and agrees that this Amendment Agreement shall be included in the
definition of Loan Documents under the Credit Agreement.
§3.
Representations and Warranties . Rogers US hereby represents
and warrants to the Bank as follows:
(a) All
of the representations and warranties made by Rogers US in the
Credit Agreement, the Notes and the other Loan Documents are true
and correct on the date hereof as if made on and as of the date
hereof, except to the extent that any of such representations and
warranties relate by their terms to a prior date and for matters
previously disclosed to the Bank in writing.
(b) No
Event of Default under and as defined in the Credit Agreement or
any of the Loan Documents has occurred and is continuing on the
date hereof.
§4.
Conditions Precedent . The effectiveness of the amendments
contemplated hereby shall be subject to the satisfaction on or
before the date hereof of each of the following conditions
precedent:
(a)
Representations and Warranties . All of the representations
and warranties made by Rogers US herein, whether directly or
incorporated by reference, shall be true and correct on the date
hereof, except as provided in §3(a) hereof.
(b)
Performance; No Event of Default . Rogers US shall have
performed and complied in all material respects with all terms and
conditions herein required to be performed or complied with by it
prior to or at the time hereof, and there shall exist no Event of
Default or condition which, with either or both the giving of
notice or the lapse of time, would result in an Event of Default
upon the execution and delivery of this Amendment
Agreement.
(c)
Delivery . Rogers US shall have executed and delivered this
Amendment Agreement, an Amended and Restated Securities Pledge
Agreement, and all documents, instruments, and agreement
