Exhibit 10.2
Execution Copy
FIRST AMENDMENT TO AMENDED AND RESTATED
VISHAY INTERTECHNOLOGY, INC. LONG TERM
REVOLVING CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS
THIS FIRST AMENDMENT ("First Amendment") is made as of this 31st day of
August, 2000 by and among Vishay Intertechnology, Inc., a Delaware corporation
("Company") and the Permitted Borrowers (as defined below), Comerica Bank and
the Lenders signatory hereto and Comerica Bank, as administrative agent for the
Lenders (in such capacity, "Agent").
RECITALS:
A. The Company and each of the Permitted Borrowers, Agent and certain
of the Lenders entered into that certain Amended and Restated Vishay
Intertechnology, Inc. Long Term Revolving Credit Agreement dated as of June 1,
1999 (the "Credit Agreement") under which such Lenders renewed and extended (or
committed to extend) credit to the Company and the Permitted Borrowers
(collectively with the Company, the "Borrowers"), as set forth therein.
B. At the request of the Borrowers, Agent and those Lenders signatory
to this First Amendment have agreed to make certain amendments to the Credit
Agreement and to certain other Loan Documents as hereinafter set forth, but only
on the terms and conditions set forth in this First Amendment.
C. Concurrently with the First Amendment Effective Date, those Lenders
signatory to the original Credit Agreement and not signatory to this First
Amendment have executed and delivered to the Agent, for and on behalf of those
new Lenders not party to the original Credit Agreement but signatory hereto (the
"New Lenders") and for and on behalf of those existing Lenders whose commitments
(based on the Percentages after giving effect to this First Amendment) are
increasing, an Assignment Agreement ("Assignment") assigning to the Agent, for
the benefit of such Lenders signatory hereto, all of their right, title and
interest under the original Credit Agreement and the other Loan Documents,
subject to the terms of such Assignment.
NOW THEREFORE, the Borrowers, Agent and the Lenders agree:
1. Section 1 of the Credit Agreement shall be amended by:
(a) adding the following new definitions:
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"First Amendment" shall mean that certain First Amendment to
the Credit Agreement and other Loan Documents dated as of
August 31, 2000 by and among the Company, the Permitted
Borrowers, Agent and the Lenders signatory thereto.
"First Amendment Effective Date" is defined in Section 9 of
that certain First Amendment to the Credit Agreement and other
Loan Documents dated as of August 31, 2000.
"Permitted Securitization" shall mean each transfer or
encumbrance (each a "disposition") of specific accounts
receivable by the Company or one or more of its Subsidiaries
to a Special Purpose Subsidiary conducted in accordance with
the following requirements:
(a) The disposition of accounts receivable, general
intangibles or other financial assets will not result in
the aggregate principal amount of Debt at any time
outstanding and (without duplication) of similar
securities at any time issued and outstanding (other than
subordinated securities issued to and held by the Company
or a Subsidiary) of any Special Purpose Subsidiary
pursuant to a Permitted Securitization exceeding Two
Hundred Million Dollars ($200,000,000), which amount may
be readvanced and/or reborrowed, as repaid, nor shall the
aggregate accounts receivable, general intangibles or
other financial assets at any time subject to a Permitted
Securitization exceed twenty five percent (25%) of gross
receivables, determined in accordance with GAAP;
(b) The Company or Subsidiary disposing of accounts
receivable to a Special Purpose Subsidiary pursuant to
such Permitted Securitization shall itself actually
receive (substantially contemporaneously with such
disposition) cash from each such disposition of such
accounts receivable in connection with any such
Securitization Transaction in an amount based on normal
and customary advance rates (and taking into account
typical deductions) for market-based, arms-length
Securitization Transactions;
(c) Each such disposition shall be without recourse (except
to the extent of normal and customary representations and
warranties given as of the date of each such disposition,
and not as continuing representations and warranties, and
customary clean-up call provisions) and otherwise on
normal and customary terms and conditions for comparable
asset-based securitization transactions;
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(d) Each such Securitization Transaction shall be structured
on the basis of the issuance of non-recourse Debt or
other similar securities by the Special Purpose
Subsidiary; and
(e) Both immediately before and after each such disposition,
no Default or Event of Default (whether or not related to
such disposition) shall have occurred and be continuing.
"Securitization Transaction(s)" shall mean a transfer of, or
grant of a Lien on, accounts receivable by the Company or any
Subsidiary to a Special Purpose Subsidiary or other special
purpose or limited purpose entity and the issuance (whether by
such Special Purpose Subsidiary or other special purpose or
limited purpose entity or any other Person) of Debt or of any
securities secured directly or indirectly by interests in, or
of trust or a comparable certificates or other securities
directly or indirectly evidencing interests in, such accounts
receivable, general intangibles or other financial assets.
"Special Purpose Subsidiary" shall mean any wholly-owned
direct or indirect Subsidiary of the Company established for
the sole purpose of conducting one or more Permitted
Securitizations and otherwise established and operated in
accordance with customary industry practices.
"Utilization Fee" is defined in Section 2.13A hereof.
"Utilization Fee Percentage" shall mean, as of any date of
determination thereof, the applicable percentage used to
calculate the Utilization Fee due and payable hereunder,
determined by reference to the appropriate column in the
Pricing Matrix attached to this Agreement as Schedule 4.1.
(b) amending and restating the following existing definitions:
"Lender(s)" shall mean each of the Lenders signatory to this
Agreement and any assignee which becomes a Lender pursuant to
Section 13.8(c) hereof, and shall include, as applicable, the
Swing Line Bank.
"Prime Rate" shall mean the per annum interest rate
established by Agent or, in the case of Swing Line Advances
carried at the Prime-based Rate, by the Swing Line Bank, as
its prime rate for its borrowers, as such rate may vary from
time to time, which rate is not necessarily the lowest rate on
loans made by it at any such time.
"Short-Term Revolving Credit Agreement" shall mean any
short-term revolving credit agreement subsequently entered
into among the Company, any of the
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Permitted Borrowers, certain financial institutions and the
Agent, as amended or otherwise modified from time to time.
"Swing Line Bank" shall mean Bank of America, N. A., and its
successors and assigns.
(c) amending the following existing definitions, as follows:
The definition of "Collateral Documents" is amended to delete
the words "the Security Agreement and" from the first line of
such definition.
The definitions of "Eurocurrency Rate" and "Eurodollar Rate"
are amended to add, after each reference therein to the word
"Agent", the parenthetical phrase "(or, in the case of Swing
Line Advances, the Swing Line Bank)" and to add, after each
reference therein to the words "Agent's Eurocurrency Lending
Office", the parenthetical phrase "(or, in the case of Swing
Line Advances, the Swing Line Bank's Eurocurrency Lending
Office)".
The definition of "Fees" is amended to add, after the
reference to "Syndication Fee" (in the second line thereof),
the words ", the Utilization Fee".
The definition of "Indebtedness" is amended to add, after the
word Subsidiaries (in the fifth line thereof), the
parenthetical phrase (other than any Special Purpose
Subsidiary)."
The definitions of "Intercompany Loan" and "Intercompany
Loans, Advances or Investments" are amended to add, after each
reference to Subsidiary in such definitions, the parenthetical
phrase "(excluding any Special Purpose Subsidiary)."
The "Revolving Credit Aggregate Commitment" is reduced from
$825,000,000 to $660,000,000.
The definition of "Revolving Credit Maturity Date" is amended
to change the reference to March 2, 2003 in such definition to
June 1, 2005.
The definitions of "Significant Domestic Subsidiaries" and
"Significant Foreign Subsidiaries" are amended to add at the
end of each such definition the words ", excluding any Special
Purpose Subsidiary."
The definition of "Significant Subsidiary" is amended to add,
at the end of such definition, the additional proviso "and
provided further that a Special Purpose Subsidiary shall not
be considered a Significant Subsidiary hereunder.
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The definition of "Total Indebtedness" is amended to add, at
the end of such definition, the words ", including without
limitation any Debt incurred by a Special Purpose Subsidiary
pursuant to a Permitted Securitization, whether or not
required to be so included in accordance with GAAP."
The "Swing Line Maximum Amount" is increased from Twenty-five
Million Dollars ($25,000,000) to Forty Million Dollars
($40,000,000).
(d) deleting in its entirety the definition of "Security
Agreement".
2. Section 2 of the Credit Agreement is amended as follows:
(a) Section 2.5 is amended and restated in its entirety, as
follows:
"2.5 (a) Swing Line Advances. The Swing Line Bank shall, on the
terms and subject to the conditions hereinafter set forth (including
without limitation Section 2.5(c) hereof), make one or more advances in
Dollars or in any Alternative Currency (each such advance being a
"Swing Line Advance") to Company or any of the Permitted Borrowers
(provided that any such Permitted Borrower has become a party to this
Agreement, either by execution and delivery of this Agreement, or by
complying with the terms and conditions set forth in Section 2.1(a)
hereof), from time to time on any Business Day during the period from
the date hereof to (but excluding) the Revolving Credit Maturity Date
in an aggregate amount, based on the Dollar Amount of any such Advances
outstanding in Dollars and the Current Dollar Equivalent of any such
Advances outstanding in Alternative Currencies, not to exceed at any
time outstanding the Swing Line Maximum Amount. Swing Line Bank shall
maintain in accordance with its usual practice an account or accounts
evidencing indebtedness of the Company and each of the Permitted
Borrowers to Swing Line Bank resulting from each Swing Line Advance of
such Lender from time to time, including the amounts of principal and
interest payable thereon and paid to such Lender from time to time. The
entries made in such account or accounts of Swing Line Bank shall, to
the extent permitted by applicable law, be conclusive evidence, absent
manifest error, of the existence and amounts of the obligations of the
Company and the Permitted Borrower therein recorded; provided, however,
that the failure of Swing Line Bank to maintain such account, as
applicable, or any error therein, shall not in any manner affect the
obligation of each of the Company and each Permitted Borrower to repay
the Swing Line Advances (and all other amounts owing with respect
thereto) made to the Company or such Permitted Borrower by Swing Line
Bank in accordance with the terms of this Agreement. Advances,
repayments and readvances under the Swing Line may be made, subject to
the terms and conditions of this Agreement. Each Swing Line Advance
shall mature and the principal amount thereof shall be due and payable
by Company or the applicable Permitted Borrower on the last
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day of the Interest Period applicable thereto (if any) and in the case
of any Prime-based Advance, on the Revolving Credit Maturity Date.
The Company agrees that, upon the written request of Swing Line Bank
(with a copy concurrently delivered to the Agent), the Company and each
of the Permitted Borrowers will execute and deliver to Swing Line Bank
Swing Line Notes of each of the Company and each of the Permitted
Borrowers; provided, that the delivery of such Swing Line Notes shall
not be a condition precedent to the Effective Date.
(b) Accrual of Interest. Each Swing Line Advance shall, from time to
time after the date of such Advance, bear interest at its Applicable
Interest Rate. The amount and date of each Swing Line Advance, its
Applicable Interest Rate, its Interest Period, if any, and the amount
and date of any repayment shall be noted on Swing Line Bank's account
maintained pursuant to Section 2.5(a), which records will be conclusive
evidence thereof, absent manifest error; provided, however, that any
failure by the Swing Line Bank to record any such information shall not
relieve Company or the applicable Permitted Borrower of its obligation
to repay the outstanding principal amount of such Advance, all interest
accrued thereon and any amount payable with respect thereto in
accordance with the terms of this Agreement and the other Loan
Documents.
(c) Requests for Swing Line Advances. Company or a Permitted Borrower
(with the countersignature of the Company) may request a Swing Line
Advance only after delivery to Swing Line Bank (with a copy
concurrently delivered to Agent) of a Request for Swing Line Advance
executed by an Authorized Officer of Company or such Permitted
Borrower, subject to the following and to the remaining provisions
hereof:
(i) each such Request for Swing Line Advance shall
set forth the information required on the Request for Advance
form annexed hereto as Exhibit A-2, including without
limitation:
(A) the proposed date of such Swing Line Advance,
which must be a Business Day;
(B) whether such Swing Line Advance is to be a
Prime-based Advance, a Eurocurrency-based Advance or a Quoted
Rate Advance;
(C) the duration of the Interest Period applicable
thereto; and
(D) in the case of a Eurocurrency-based Advance,
the Permitted Currency in which such Advance is to be made.
(ii) the Dollar Amount of the principal amount of
such requested Swing Line Advance, plus the aggregate
principal amount of all other
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Swing Line Advances then outstanding hereunder (including any
other Swing Line Advances requested to be made on such date)
whether to Company or to any of the Permitted Borrowers (using
the Current Dollar Equivalent of any such Advances outstanding
in any Alternative Currency, determined pursuant to the terms
hereof as of the date of such requested Advance) shall not
exceed the Swing Line Maximum Amount;
(iii) as of the proposed date of such Swing Line
Advance, the Dollar Amount of the principal amount of such
requested Swing Line Advance, plus the aggregate principal
amount of all other Swing Line Advances and all Advances of
the Revolving Credit then outstanding hereunder (including any
Revolving Credit Advances or other Swing Line Advances
requested to be made on such date) whether to Company or to
any of the Permitted Borrowers (using the Current Dollar
Equivalent of any such Advances outstanding in any Alternative
Currency, determined pursuant to the terms hereof as of the
date of such requested Advance), and the aggregate undrawn
portion of any Letters of Credit which shall be outstanding as
of the date of the requested Swing Line Advance (based on the
Dollar Amount of the undrawn portion of any Letters of Credit
denominated in Dollars and the Current Dollar Equivalent of
the undrawn portion of any Letters of Credit denominated in
any Alternative Currency), plus the aggregate face amount of
Letters of Credit requested but not yet issued (determined as
aforesaid), plus the unreimbursed amount of any draws under
Letters of Credit (using the Current Dollar Equivalent thereof
for any Letters of Credit denominated in any Alternative
Currency) shall not exceed the Revolving Credit Aggregate
Commitment;
(iv) in the case of any Permitted Borrower, as of
the proposed date of such Swing Line Advance, the principal
amount of the requested Swing Line Advance to such Permitted
Borrower (determined as aforesaid), plus the aggregate
principal amount of any other Swing Line Advances and all
other Advances then outstanding to such Permitted Borrower
hereunder (including, without duplication, Revolving Credit
Advances or Swing Line Advances requested to be made on such
date) determined as aforesaid, plus the aggregate undrawn
portion of any Letters of Credit which shall be outstanding as
of the date of the requested Swing Line Advance for the
account of such Permitted Borrower, plus the aggregate face
amount of any Letters of Credit requested but not yet issued
for the account of such Permitted Borrower hereunder (in each
case determined as aforesaid), plus the unreimbursed amount of
any drawings under any Letters of Credit (using the Current
Dollar Equivalent thereof for any Letters of Credit
denominated in any Alternative Currency) issued for the
account of such Permitted Borrower, shall not exceed the
applicable Permitted Borrower Sublimit;
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(v) in the case of a Prime-based Advance, the
principal amount of the initial funding of such Advance, as
opposed to any refunding or conversion thereof, shall be at
least $100,000;
(vi) in the case of a Eurocurrency-based Advance or
a Quoted Rate Advance, the principal amount of such Advance,
the principal amount of such Swing Line Advance plus the
amount of any other outstanding Advance of the Swing Line to
be then combined therewith having the same Applicable Interest
Rate and Interest Period, if any, shall be, at least Two
Hundred Fifty Thousand Dollars ($250,000), or the equivalent
thereof in an Alternative Currency (or a larger integral
multiple of One Hundred Thousand Dollars ($100,000), or the
equivalent thereof in the applicable Alternative Currency),
and at any one time there shall not be in effect more than (x)
for Advances in Dollars, Five (5) Applicable Interest Rates
and Interest Periods, and (y) for Advances in any Alternative
Currency (other than eurodollars), two (2) Applicable Interest
Rates and Interest Periods for each such currency;
(vii) each such Request for Swing Line Advance
shall be delivered to the Swing Line Bank (with a copy
concurrently delivered to Agent) (x) for each Advance in
Dollars, by 2:00 p.m. (eastern time) (or such other time as
Swing Line Bank shall specify to Company or the applicable
Permitted Borrower) on the proposed date of the Advance and
(y) for each Advance in any Alternative Currency, by 10:00
a.m. (eastern time) two (2) Business Days prior to the
proposed date of Advance;
(viii) each Request for Swing Line Advance, once
delivered to Swing Line Bank, shall be irrevocable by Company,
and shall constitute and include a certification by the
Company as of the date thereof that:
(A) both before and after such Swing Line Advance,
the obligations of the Company set forth in this Agreement and
the Loan Documents, are valid, binding and enforceable
obligations of the Company;
(B) all conditions to the making of Swing Line
Advances have been satisfied (both before and after giving
effect to such Advance);
(C) both before and after the making of such Swing
Line Advance, there is no Default or Event of Default in
existence; and
(D) both before and after such Swing Line Advance,
the representations and warranties contained in this Agreement
and the other Loan Documents are true and correct in all
material respects.
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(d) Disbursement of Swing Line Advances. Unless otherwise notified in
writing by Agent promptly following each receipt of Request for Swing
Line Advance hereunder, Swing Line Bank may assume that all conditions
precedent to the disbursement of such requested Swing Line Advance have
been satisfied, including without limitation that no Default or Event
of Default has occurred and is continuing and that the entirety of the
Swing Line Maximum Amount less any outstanding Swing Line Advances is
available hereunder (provided that Agent shall have no responsibility
whatsoever to Swing Line Bank or to any other Lender to give any notice
hereunder, except as set forth in Section 12.12 of this Agreement), and
subject to the proper submission of an executed Request for Swing Line
Advance by Company or a Permitted Borrower without exceptions noted in
the compliance certification therein and to the other terms and
conditions hereof, Swing Line Bank shall make available to Company or
the applicable Permitted Borrower the amount so requested, in like
funds and currencies, not later than:
(i) for Prime-based Advances or Quoted Rate
Advances, not later than 5:00 p.m. (eastern time) on the date
of such Advance by credit to an account of Company or the
applicable Permitted Borrower maintained with the Swing Line
Bank or with Agent or to such other account or third party as
Company or the Permitted Borrower may reasonably direct in
writing; and
(ii) for Eurocurrency-based Advances, not later
than 4:00 p.m. (the time of the office of Swing Line Bank
funding such Advance) on the date of such Advance, by credit
to an account of Company or the Permitted Borrower maintained
with the Swing Line Bank's or the Agent's Correspondent or to
such other account or third party as Company or the applicable
Permitted Borrower may reasonably direct.
Swing Line Bank shall promptly notify Agent of any Swing Line
Advance by telephone, telex or telecopier.
(e) Refunding of or Participation Interest in Swing Line Advances.
(i) Acting through Agent (which shall, subject to
the terms hereof, comply with the Swing Line Bank's request),
the Swing Line Bank, at any time in its sole and absolute
discretion, may on behalf of the Company or the applicable
Permitted Borrower (each of which hereby irrevocably directs
the Swing Line Bank and the Agent to act on its behalf)
request each of the Lenders (including the Swing Line Bank in
its capacity as a Lender) to make an Advance of the Revolving
Credit to each of Company and the Permitted Borrowers, for
each Permitted Currency in which Swing Line Advances are
outstanding to such party, in an amount (in the applicable
Permitted Currency, determined in accordance with Section
2.11(b) hereof) equal to such Lender's Percentage of the
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principal amount of the aggregate Swing Line Advances
outstanding in each Permitted Currency to each such party on
the date such notice is given (the "Refunded Swing Line
Advances"); provided however that Swing Line Advances which
are carried at the Quoted Rate or the Eurocurrency-based Rate
which are converted to Revolving Credit Advances at the
request of the Swing Line Bank at a time when no Default or
Event of Default has occurred and is continuing, shall not be
subject to Section 11.1 and no losses, costs or expenses may
be assessed by the Swing Line Bank against the Company, a
permitted Borrower or the other Banks as a consequence of such
conversion. In the case of each Refunded Swing Line Advance
outstanding in Dollars, the applicable Advance of the
Revolving Credit used to refund such Swing Line Advance shall
be a Prime-based Advance. In the case of each Refunded Swing
Line Advance outstanding in any Alternative Currency, the
applicable Advance of the Revolving Credit used to refund such
Swing Line Advance shall be an Advance in the applicable
Alternative Currency, with an Interest Period of one month (or
any lesser number of days selected by Agent in consultation
with the Lenders). In connection with the making of any such
Refunded Swing Line Advances or the purchase of a
participation interest in Swing Line Advances under Section
2.5(e)(ii) hereof, the Swing Line Bank shall retain its claim
against the Company or the applicable Permitted Borrower for
any unpaid interest or fees in respect thereof. Unless any of
the events described in Section 9.1(j) hereof shall have
occurred (in which event the procedures of subparagraph (ii)
of this Section 2.5(e) shall apply) and regardless of whether
the conditions precedent set forth in this Agreement to the
making of an Advance of the Revolving Credit are then
satisfied, but subject to Section 2.5(e)(iii), each Lender
shall make the proceeds of its Advance of the Revolving Credit
available to the Agent for the benefit of the Swing Line Bank
at the office of the Agent specified in Section 2.4(a) hereof
prior to 11:00 a.m. Detroit time (for Domestic Advances) on
the Business Day next succeeding the date such notice is
given, and, in the case of any Eurocurrency-based Advance,
prior to 2:00 p.m. Detroit time on the third Business Day
following the date such notice is given, in each case in
immediately available funds in the applicable Permitted
Currency. The proceeds of such Advances of the Revolving
Credit shall be promptly delivered by Agent to the Swing Line
Bank for application to repay the Refunded Swing Line Advances
in accordance with the terms and conditions of this Agreement.
(ii) If, prior to the making of an Advance of the
Revolving Credit pursuant to subparagraph (i) of this Section
2.5(e), one of the events described in Section 9.1(j) hereof
shall have occurred, each Lender will, on the date such
Advance of the Revolving Credit was to have been made,
purchase from the Swing Line Bank an undivided participating
interest in each Refunded Swing Line Advance in an amount
equal to its Percentage of such Refunded Swing Line
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Advance. Each Lender within the time periods specified in
Section 2.5(e)(i) hereof, as applicable, shall immediately
transfer to the Swing Line Bank, in immediately available
funds in the applicable Permitted Currency of such Swing Line
Advance, the amount of its participation and upon receipt
thereof the Swing Line Bank will deliver to such Lender a
participation certificate evidencing such participation.
(iii) Each Lender's obligation to make Advances of
the Revolving Credit and to purchase participation interests
in accordance with clauses (i) and (ii) of this Section 2.5(e)
shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right
which such Lender may have against Swing Line Bank, the
Company, the Permitted Borrowers or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of any
Default or Event of Default; (iii) any adverse change in the
condition (financial or otherwise) of the Company, any
Permitted Borrower or any other Person; (iv) any breach of
this Agreement by the Company, any Permitted Borrower or any
other Person; (v) any inability of the Company or the
Permitted Borrowers to satisfy the conditions precedent to
borrowing set forth in this Agreement on the date upon which
such participating interest is to be purchased; (vi) the
termination of the Revolving Credit Aggregate Commitment
hereunder; or (vii) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing. If
any Lender does not make available to the Agent or the Swing
Line Bank, as applicable the amount required pursuant to
clause (i) or (ii) above, as the case may be, the Agent or the
Swing Line Bank, as the case may be, shall be entitled to
recover such amount on demand from such Lender, together with
interest thereon for each day from the date of non-payment
until such amount is paid in full (x) for the first two (2)
Business Days such amount remains unpaid, at the Federal Funds
Effective Rate for Advances in Dollars (other than
eurodollars) and for Eurocurrency-based Advances, the Agent's
marginal cost (including the cost of maintaining any required
reserves or deposit insurance and of any fees, penalties,
overdraft charges or other costs or expenses incurred by Agent
as a result of such failure to deliver funds hereunder) of
carrying such amount and (y) thereafter, at the rate of
interest then applicable to such Swing Line Advances. The
obligation of any Lender to make available its pro rata
portion of the amounts required pursuant to clause (i) or (ii)
above shall not be affected by the failure of any other Lender
to make such amounts available, and no Lender shall have any
liability to the Company or any Permitted Borrower, the Agent,
the Swing Line Bank, or any other Lender or any other Person
for another Lender's failure to make the amounts required
under clause (i) or (ii) available.
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Notwithstanding the foregoing however no Lender shall be
required to make any Revolving Credit Advance to refund a
Swing Line Advance or to purchase a participation in a Swing
Line Advance if prior to the making of the Swing Line Advance,
the Swing Line Bank had received written notice that an Event
of Default had occurred and was continuing, or that the
conditions to the making of such Swing Line Advances had not
been satisfied; provided, however that the obligation of the
Lenders to make such Revolving Credit Advances or to purchase
participations in Swing Line Advances shall be reinstated upon
the date which such Event of Default has been waived by the
Required Lenders or all Lenders, as applicable.
(b) New Section 2.13A is added to the Credit Agreement,
immediately following Section 2.13, as follows:
"Section 2.13A Utilization Fee. From the First Amendment
Effective Date to the Revolving Credit Maturity Date, the
Company shall be obligated, in respect of each calendar
quarter in which Dollar Amount of the aggregate Advances of
the Revolving Credit and of the Swing Line and the undrawn
amount of each Letter of Credit at any time outstanding
exceed, for any period, thirty-three and one-third percent
(33-1/3%) of the Revolving Credit Aggregate Commitment at any
time in effect, to pay to the Agent a utilization fee
("Utilization Fee") computed, as follows:
(a) The aggregate interest accruing on the Advances of the
Revolving Credit outstanding during such quarter (or
portion thereof) shall be recalculated (on a basis
consistent with the initial calculation thereof) at an
interest rate in excess of the Applicable Interest
Rate previously applicable to such Advances by the
amount of the Utilization Fee Percentage, and the
Company shall pay to the Agent, for distribution to
the Lenders, pro rata (based on the Percentages) the
Dollar Amount of the difference between the aggregate
amount of such interest, as recalculated, and the
actual interest accrued on such Advances (at the then
Applicable Interest Rate) during such quarter;
(b) The aggregate interest accruing on the Advances of the
Swing Line outstanding during such quarter (or portion
thereof) shall be recalculated (on a basis consistent
with the initial calculation thereof) at an interest
rate in excess of the Applicable Interest Rate
previously applicable to such Advances by the amount
of the Utilization Fee Percentage, and the Company
shall pay to the Agent, for distribution to the Swing
Line Lender, the Dollar Amount of the difference
between the aggregate amount of such interest, as
recalculated, and the actual interest accrued on
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such advances (at the then Applicable Interest Rate)
during such quarter; and
(c) The aggregate Letter of Credit Fees on the undrawn
amount of any Letters of Credit outstanding during
such quarter (or portion thereof) shall be
recalculated (on a basis consistent with the initial
calculation thereof) at a fee percentage in excess of
the Applicable Fee Percentage previously applicable
thereto by the amount of the Utilization Fee
Percentage, and the Company shall pay to the Agent,
for distribution to the Lenders, pro rata (based on
the Percentages), the Dollar Amount of the difference
between the aggregate amount of such Letter of Credit
Fees as recalculated and the actual letter of credit
fees accrued on such Letters of Credit during such
quarter.
The Utilization Fee shall be payable quarterly in arrears commencing
September 15, 2000 and on the fifteenth day of each calendar quarter
thereafter (in respect of the immediately preceding calendar quarter or
portion thereof), and on the Revolving Credit Maturity Date, and shall
be computed on the basis of a year of three hundred sixty (360) days
and assessed for the actual number of days elapsed. Whenever any
payment of the Utilization Fee shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the
next Business Day. Upon receipt of such payment, Agent shall make
prompt distribution thereof as set forth in this Section 2.13A."
3. Section 7 of the Credit Agreement shall be amended as follows:
(a) The preamble to Section 7 is amended to add after the word
"Subsidiaries" (in the second line thereof) the parenthetical
phrase "(excluding any Special Purpose Subsidiary)";
(b) Clause (f) of Section 7.3 (Reporting Requirements) is amended
to add at the end of clause (f) the words "and promptly
following each Permitted Securitization, copies of the
principal operative documents relating to such Permitted
Securitization.
(c) Section 7.5 (Leverage Ratio) is amended to change reference to
3.25 in the second line thereof to 2.5.
(d) Section 7.6 (Fixed Charged Coverage Ratio) is amended to
change the reference to 2.0 in the second line thereof to 2.5.
(e) The postamble to Section 7.16 (Future Subsidiaries) is amended
to change the references to clauses "(c)" and "(d)" in the
last line thereof to clauses
<PAGE>
"(b)" and "(c)" and Clause (a) of Section 7.16 is amended and
restated in its entirety as follows:
"(a) with respect to each Person which becomes a
Significant Subsidiary subsequent to the Effective
Date, within thirty days of the date such Person is
created, acquired or otherwise becomes a Significant
Subsidiary (whichever first occurs), cause such new
Subsidiary to execute and deliver to the Agent (i) in
the case of each Significant Domestic Subsidiary, a
Joinder Agreement whereby such Significant Domestic
Subsidiary becomes obligated as a Guarantor under the
Domestic Guaranty and (ii) in the case of each
Significant Foreign Subsidiary, a Joinder Agreement
whereby such Significant Foreign Subsidiary becomes
obligated as a Guarantor under the Foreign Guaranty;
and"
4. Section 8 of the Credit Agreement shall be amended as follows:
(a) Clause (a) of Section 8.1 (Capital Structure,
Business Objects or Purpose) is amended and restated
in its entirety as follows:
"(a) Purchase, acquire or redeem any of its capital
stock, (i) except for non-vested stock granted to
participants under the Vishay Stock Plan and (ii)
except for repurchases by the Company of its common
stock in an aggregate amount, from and after the
First Amendment Effective Date, not to exceed five
percent (5%) of Tangible Net Worth (determined, in
the case of each such repurchase of shares, on the
date of repurchase), provided, however, that both
before and after giving effect to each such
repurchase, no Default or Event of Default has
occurred and is continuing; and"
(b) Clause (e) of Section 8.2 (Limitations on Fundamental
Changes) is amended to add, after the words Permitted
Transfers the words "and Permitted Securitizations."
(c) Section 8.5 (Liens) is amended to add a new clause
(f) to the end of such section (and to move the ";
and" from the end of clause (d) to the end of clause
(e)), as follows:
"(f) any Lien encumbering property interests, rights
or proceeds which are the subject of a transfer or
encumbrance pursuant to a Permitted Securitization."
<PAGE>
(d) Section 8.7 (Investments) is amended to add a new
clause (l) to the end of such section (and to move
the "; and" from the end of clause (j) to the end of
clause (k)), as follows:
"(l) Investments in any Subsidiary (including,
without limitation any Special Purpose Subsidiary)
from and after the date hereof consisting of (x)
dispositions of specific accounts receivable, general
intangibles or other financial assets made pursuant
to a Permitted Securitization and the resultant Debt
issued by a Special Purpose Subsidiary to another
Subsidiary as part of a Permitted Securitization, in
each case to the extent constituting Investments
hereunder; and (y) the repurchase or replacement from
and after the date hereof of accounts receivable
pursuant to any representations and warranties or
clean up call provision included in a Permitted
Securitization in accordance with the definition
thereof."
(e) Section 8.8 (Accounts Receivable) is amended to add,
at the end of such section, the words ", and except
pursuant to a Permitted Securitization."
(f) Section 8.11 (Prohibition Against Certain
Restrictions) is amended to add (after the word
"Agreement" in the parenthetical phrase in the second
line thereof) the words "and excluding any such
agreement by a Special Purpose Subsidiary pursuant to
a Permitted Securitization, but only to the extent
such agreement applies only to such Special Purpose
Subsidiary."
5. Section 12 of the Credit Agreement is amended, as follows:
(a) Section 12.11 is amended to insert the following
sentence at the end thereof:
"For purposes of this Section 12.11, "Agent" shall be
deemed to include Bank of America, N.A. in its
capacity as Swing Line Bank."
(b) Section 12.16 is amended to change the "Documentation
Agent" to Fleet National Bank and to change the
"Managing Agents" to ABN-AMRO Bank, Bank Hapoalim,
Bank Leumi, Barclay's Capital, First Union National
Bank, West L.B. and Wachovia Bank.
6. Section 13 of the Credit Agreement shall be amended, as
follows:
(a) Clause (c) of Section 13.8 (Successors and Assigns;
Assignments and Participations) is amended and
restated in its entirety, as follows:
"(c) The Company, Permitted Borrowers and
Agents
<PAGE>
acknowledge that each of the Lenders may at any time
and from time to time, subject to the terms and
conditions hereof (including Section 13.14 hereof),
(i) assign or grant participations in such Lender's
rights and obligations hereunder and under the other
Loan Documents to any commercial bank, savings and
loan association, insurance company, pension fund,
mutual fund, commercial finance company or other
similar financial institution, the identity of which
institution is approved by Company and the Agent,
such approval not to be unreasonably withheld or
delayed; provided, however, that (x) the approval of
Company shall not be required upon the occurrence and
during the continuance of a Default or Event of
Default and (y) the approval of Company and Agent
shall not be required for any such sale, transfer,
assignment or participation to the Affiliate of an
assigning Lender, any other Lender or any Federal
Reserve Bank and (ii) grant to an SPFV the option to
fund all or any part of any Advance that the Granting
Lender would otherwise be obligated to fund pursuant
to this Agreement; provided, however, that (A)
nothing herein shall constitute a commitment by any
SPFV to fund any Advance, but if an SPFV elects not
to fund all or any part of an Advance hereunder, the
Granting Lender shall be obligated to fund such
Advance pursuant to the terms hereof; (B) the funding
of any Advance by an SPFV hereunder shall be credited
against the applicable commitment of the Granting
Lender to fund such Advance to the same extent as,
and as if, such Advance were funded by such Granting
Lender and any payments in respect of an Advance (or
portion thereof) previously funded by any SPFV shall
be paid, for the account of such SPFV, to its
Granting Lender, as agent for such SPFV; (C) each
SPFV shall have all the rights that a Lender making
such Advances or any portion thereof would have had
under this Agreement (provided that each SPFV shall
have granted to its Granting Lender an irrevocable
power of attorney to deliver and receive all
communications and notices under this Agreement and
the other Loan Documents and to exercise on behalf of
such SPFV all such SPFV's voting rights under this
Agreement) and no additional Note or other instrument
shall be required to evidence the Advances or portion
thereof funded by any SPFV, each related Granting
Lender being deemed to hold its Note as agent for
such SPFV to the extent of the Advances or portion
thereof funded by such SPFV; (D) Company and Agent
agree that no SPFV shall be liable for any indemnity
or payment under this Agreement for which a Granting
Lender would otherwise be liable so long as, and to
the extent, the Granting Lender provides such
indemnity or makes such payment, as the case may be;
and (E) an SPFV may, at any time and without paying
any processing fee therefor, assign or participate
all or a
<PAGE>
portion of its interest in any Advances to the
Granting Lender or to any financial institutions
providing liquidity and/or credit support to or for
the account of SPFV to support the funding or
maintenance of Advances (provided that the rights of
any such assignee or participant shall be subject to
and limited as set forth in this clause (ii) of
Section 13.8(c)). The Company and each of Permitted
Borrowers authorize each Lender to disclose to any
prospective assignee or participant, once approved by
Company and Agent and to any assignee under an
assignment not required to be approved by the Company
pursuant to clauses (x) and (y) of the first proviso
of this Section 13.8(c) and to an SPFV (and on a
confidential basis to any rating agency, commercial
paper dealer or provider of any surety or guaranty to
such SPFV), any and all financial information in such
Lender's possession concerning the Company and such
Permitted Borrower which has been delivered to such
Lender pursuant to this Agreement; provided that each
such prospective participant shall execute a
confidentiality agreement consistent with the terms
of Section 13.13 hereof. Clause (ii), the definition
of "Granting Lender," and the immediately preceding
sentence of this Section 13.8(c) may not be amended
without the prior written consent of each Granting
Lender, all or any part of whose Advances are being
funded by an SPFV at the time of any such amendment;
and each party hereto agrees (which agreement shall
survive the termination of this Agreement) that,
prior to the date that is one year and one day after
the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPFV, it
will not, on the basis of any claim or matter arising
under or in connection with or otherwise relating to
this Agreement, institute against, or join any other
person in instituting against such SPFV any
bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings under the laws of the
United States of America or any state or political
subdivision thereof. "
(b) Section 13.11 (Amendment and Waiver) is amended and
restated in its entirety, as follows:
"13.11 Amendment and Waiver. No amendment or
waiver of any provision of this Agreement or any
other Loan Document, or consent to any departure by
the Company or the Permitted Borrowers therefrom,
shall in any event be effective unless the same shall
be in writing and signed by the Required Lenders (or
signed by the Agent at the direction of the Required
Lenders), and then such waiver or consent shall be
effective only in the specific instance and for the
specific purpose for which given; provided, however,
that (X) no amendment, waiver or consent shall
increase the Percentage or the stated commitment
amounts applicable to
<PAGE>
any Lender unless approved, in writing, by the
affected Lender and (Y) no amendment, waiver or
consent shall, unless in writing and signed by all
the Lenders, do any of the following: (a) increase
the Revolving Credit Aggregate Commitment to an
amount greater than One Billion Dollars
($1,000,000,000), (b) reduce the principal of, or
interest on, the Advances or any Fees or other
amounts payable hereunder, (c) postpone any date
fixed for any payment of principal of, or interest
on, the outstanding Advances or any Fees or other
amounts payable hereunder, (d) waive any Event of
Default specified in Section 9.1(a) or (b) hereof,
(e) release or defer the granting or perfecting of a
lien or security interest in any Collateral or
release any guaranty or similar undertaking provided
by any Person or modify any indemnity provided to the
Lenders, hereunder or under the other Loan Documents,
except as shall be otherwise expressly provided in
this Agreement or any other Loan Document, (f) take
any action which requires the signing of all Lenders
pursuant to the terms of this Agreement or any other
Loan Document, (g) change the aggregate unpaid
principal amount of the outstanding Advances which
shall be required for the Lenders or any of them to
take any action under this Agreement or any other
Loan Document, (h) change this Section 13.11, or (i)
change the definition of "Required Lenders",
"Interest Periods", "Alternative Currencies",
"Permitted Borrower" or "Percentage"; and provided
further, however, that no amendment, waiver or
consent hereunder shall, unless in writing and signed
(x) by the Agent, in addition to all the Lenders,
affect the rights or duties of the Agent under this
Agreement or any other Loan Document, whether in its
capacity as Agent or the issuing bank or (y) by the
Swing Line Bank, in addition to all the Lenders,
affect the rights or duties of the Swing Line Bank
under this Agreement or any other Loan Documents, in
its capacity as Swing Line Bank. All references in
this Agreement to "Lenders" or "the Lenders" shall
refer to all Lenders, unless expressly stated to
refer to Required Lenders."
7. Replacement Schedule 1.1 (Percentages) to the Credit Agreement set
forth on Attachment 1 shall replace in its entirety the existing Schedule 1.1 to
the Credit Agreement. Replacement schedule 4.1 (Pricing Maturity) to the Credit
Agreement set forth on Attachment 2 shall replace in its entirety, the existing
schedule 4.1 to the Credit Agreement and any decreases in the Applicable Margin
and the Applicable Fee Percentage thereunder thereunder shall become effective
prospectively only at the end of each applicable Interest Period (with respect
to Eurocurrency-based Advances), as the case may be, and on the next payment or
assessment date for any Fees payable and collected in advance and, with respect
to any fees collected in arrears, on the First Amendment Effective Date.
<PAGE>
8. Those certain Security Agreements dated as of July 1, 1999 executed
and delivered in favor of the Agent (in its capacity as Secured Party
thereunder) by Company and its Significant Subsidiaries as of such date
("Security Agreements") are hereby released and discharged in their entirety,
and Agent shall (and is hereby authorized and directed to do so by the requisite
Lenders) execute and deliver such releases, discharges and/or terminations as
necessary or appropriate to effectuate such releases.
9. This First Amendment shall become effective (according to the terms
hereof) on the date confirmed in a written notice to the Borrowers and the
Lenders from the Agent (the "First Amendment Effective Date") that the following
conditions have been fully satisfied by the Borrowers, which date shall occur on
or before August 31, 2000 (the "Conditions"):
(a) Agent shall have received counterpart originals of this
First Amendment, duly executed and delivered by each of
the Borrowers, and the requisite Lenders, and of
acknowledgments and reaffirmations of the Guarantors, in
each case in form satisfactory to Agent and the Lenders;
(b) Agent shall have received from each of the Borrowers and
each of the Guarantors a certification (i) that all
necessary actions have been taken by such parties to
authorize execution and delivery of this First Amendment
(and any acknowledgments and reaffirmations), supported
by such resolutions or other evidence of corporate
authority or action as reasonably required by Agent and
the Majority Lenders and that no consents or other
authorizations of any third parties are required in
connection therewith; and (ii) that, after giving effect
to this First Amendment, no Default or Event of Default
has occurred and is continuing on the proposed effective
date of the First Amendment;
(c) To the extent aggregate Advances of the Revolving Credit
(and the undrawn amount of any Letters of Credit) and
the Swing Line outstanding on such date exceed the
Revolving Credit Aggregate Commitment (as reduced by the
First Amendment), the Company or any Permitted Borrower,
as applicable, shall prepay the amount of such Advances
in accordance with the terms hereof (including any
breakage costs assessed under Section 11.1 hereof), such
prepayment to be distributed to the Lenders based on the
Percentages in effect prior to the First Amendment
Effective Date, accompanied by any breakage costs, as
aforesaid;
(d) Company shall have paid to Agent, for distribution to
the Lenders, based on the applicable Percentages (in
each case before giving effect to the First Amendment)
all interest and Fees accrued to the First Amendment
Effective Date; and
<PAGE>
(e) Company shall have paid to Agent, for distribution to
the Lenders, work fee in the amount of .025% of the
aggregate amount of the Revolving Credit Aggregate
Commitment, for distribution to the Lenders based on the
applicable Percentages, after giving effect to the First
Amendment and, to the extent applicable, shall have
selected new Interest Periods for the Advances to be
outstanding on the First Amendment Effective Date in
compliance with Sections 2.3 and 2.5(c) of the Credit
Agreement;
provided, however, that notwithstanding satisfaction of the foregoing
conditions, the change in the definition of Swing Line Bank (in paragraph 1(b)
hereof) and in the amendment and restatement of Section 2.5 (as set forth in
paragraph 2(a) of this First Amendment) shall become effective only after (i)
receipt by the Agent of a written election signed by the Company and
countersigned by Bank of America, N. A. ("Bank of America") specifying the
proposed effective date of the change in the identity of the Swing Line Bank
(which shall be at least five (5) Business Days following the date of such
election) and (ii) the purchase, concurrently with such effective date, of all
Swing Line Advances by Bank of America from Comerica Bank, subject to payment by
the Company or the applicable Permitted Borrower to Comerica Bank of an amount
equal to the breakage costs, if any, which would be assessed under Section 11.1
of the Credit Agreement if such Advances were prepaid by Company or such
Permitted Borrower on such date.
10. Concurrently with the First Amendment Effective Date pursuant to
Section 9 hereof, each Lender (including any New Lenders) shall have (i) a
Percentage equal to the percentage set forth in Attachment 1 hereto and (ii)
Advances of the Revolving Credit (and participations in Letters of Credit and
Swing Line Advances) in its Percentage of all such Advances (and Letters of
Credit) outstanding on the First Amendment Effective Date (after giving effect
to this First Amendment). To facilitate the foregoing, each Lender (including
any New Lender) which as a result of the adjustments to the Percentages
evidenced by Attachment 1 is to have a greater principal amount of Advances of
the Revolving Credit outstanding than such Lender had outstanding under the
Credit Agreement immediately prior to the First Amendment Effective Date accepts
the foregoing Assignment and shall deliver to the Agent immediately available
funds to cover such Advances (and the Agent shall, to the extent of the funds so
received, disburse funds to each Lender which, as a result of such adjustment of
the Percentages, is to have a lesser principal amount of Advances of the
Revolving Credit outstanding than such Lender had under the Credit Agreement
immediately prior to the First Amendment Effective Date). Following the First
Amendment Effect Date, each Lender, pursuant to Section 2.2(e) hereof, may
request that the Company and each Permitted Borrower execute and deliver to such
Lender a Revolving Credit Note (based upon its Percentage) to evidence the
Revolving Credit Advances to be outstanding to such Lender under the Credit
Agreement, provided that (i) the delivery of such Revolving Credit Note shall
not be a condition precedent to the First Amendment Effective Date or to the
making of Advances under the Credit Agreement and (ii) any Lender having
previously received a Revolving Credit Note under the Credit Agreement
<PAGE>
shall, upon its receipt of a new Revolving Credit Note hereunder (which new Note
shall be in renewal of and exchange for an not in payment of the prior Note),
return its prior Note to the Agent, which shall stamp such notes as "exchanged"
and deliver said Notes to the Company or the applicable Permitted Borrower, as
the case may be. The New Lenders agree that all interest and fees accrued under
the Credit Agreement prior to the First Amendment Effective Date are the
property of the Lenders which were parties to the Credit Agreement prior to the
First Amendment Effective Date. Furthermore, it is acknowledged and agreed that
all Letter of Credit Fees paid prior to the First Amendment Effective Date shall
not be recalculated, redistributed or reallocated by Agent to the Lenders.
11. Each of Company, the Permitted Borrowers and the Guarantors hereby
represents and warrants that, after giving effect to the amendments contained
herein, (a) execution and delivery of this First Amendment and the performance
by each of Company and the Permitted Borrowers of their respective obligations
under the Credit Agreement as amended hereby (herein, as so amended, the
"Amended Credit Agreement") are within such undersigned's corporate powers, have
been duly authorized, are not in contravention of law or the terms of its
articles of incorporation or bylaws or other organic documents of the parties
thereto, as applicable, and except as have been previously obtained do not
require the consent or approval, material to the amendments contemplated in the
Amended Credit Agreement, of any governmental body, agency or authority, and the
Amended Credit Agreement, will constitute the valid and binding obligations of
such undersigned parties enforceable in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium, ERISA or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (whether
enforcement is sought in a proceeding in equity or at law); (b) the continuing
representations and warranties set forth in Sections 6.1 through 6.20,
inclusive, of the Amended Credit Agreement are true and correct on and as of the
date hereof; and (c) each of the foregoing representations and warranties
(whether expressly set forth or incorporated by reference) are and shall remain
continuing representations and warranties during the entire life of the Amended
Credit Agreement.
12. Except as specifically set forth above, this First Amendment shall
not be deemed to amend or alter in any respect the terms and conditions of the
Credit Agreement (including without limitation all conditions and requirements
for Advances and any financial covenants) or any of the other Loan Documents, or
to constitute a waiver or release by any of the Lenders or the Agent of any
right, remedy, Default or Event of Default under the Credit Agreement or any of
the other Loan Documents, except to the extent specifically set forth above.
Furthermore, this First Amendment shall not affect in any manner whatsoever any
rights or remedies of the Lenders or the Agent with respect to any other
non-compliance by the Borrowers with the Credit Agreement or the other Loan
Documents, whether in the nature of a Default or Event of Default, and whether
now in existence or subsequently arising, and shall not apply to any other
transaction.
<PAGE>
13. Unless otherwise defined to the contrary herein, all capitalized
terms used in this First Amendment shall have the meanings set forth in the
Credit Agreement.
14. This First Amendment shall be a contract made under and governed by
the internal laws of the State of Michigan, and may be executed in counterpart,
in accordance with Section 13.10 of the Credit Agreement.
* * *
[Signatures follow on succeeding pages]
<PAGE>
IN WITNESS WHEREOF, Company, the Permitted Borrowers, the Lenders and
Agent have each caused this First Amendment to be executed by their respective
duly authorized officers or agents, as applicable, all as of the date first set
forth above.
COMPANY: AGENT:
VISHAY INTERTECHNOLOGY, INC. COMERICA BANK, As Agent
By: /s/ Richard N. Grubb By: /s/ Robert P. Wilson
----------------------------------- --------------------------------
Its: Executive Vice President, Its: Assistant Vice President
Chief Financial Officer and Director One Detroit Center
63 Lincoln Highway 500 Woodward Avenue
Malvern, Pennsylvania 19355 Detroit, Michigan 48226
Attention: Corporate Finance
PERMITTED BORROWERS:
VISHAY EUROPE GmbH
By: /s/ Richard N. Grubb
-------------------------------------------
Its: Executive Vice President, Chief Financial
Officer and Director
--------------------------------------------
VISHAY ELECTRONIC GmbH
By: /s/ Richard N. Grubb
-------------------------------------------
Its: Executive Vice President, Chief Financial
Officer and Director
--------------------------------------------
PAMELA VERWALTUNGSGESELLSCHAFT mbH
By: /s/ Richard N. Grubb
-------------------------------------------
Its: Executive Vice President, Chief Financial
Officer and Director
--------------------------------------------
<PAGE>
COMERICA BANK, individually, as Swing
Line Bank and as Issuing Bank
By: /s/ Robert P. Wilson
----------------------------------
Its: Assistant Vice President
BANK OF AMERICA N.A.
By: /s/
----------------------------------
Its:
---------------------------------
FLEET NATIONAL BANK
By: /s/
----------------------------------
Its:
---------------------------------
BANK HAPOALIM B.M.,
NEW YORK BRANCH
By: /s/
----------------------------------
Its:
---------------------------------
By: /s/
----------------------------------
Its:
---------------------------------
<PAGE>
BANK LEUMI USA
By: /s/
----------------------------------
Its:
---------------------------------
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: /s/
----------------------------------
Its:
---------------------------------
ABN AMRO BANK NV
By: /s/
----------------------------------
Its:
---------------------------------
By: /s/
----------------------------------
Its:
---------------------------------
<PAGE>
BARCLAYS BANK PLC
By: /s/
----------------------------------
Its:
---------------------------------
FIRST UNION NATIONAL BANK
By: /s/
----------------------------------
Its:
---------------------------------
WACHOVIA BANK, N.A.
By: /s/
----------------------------------
Its:
---------------------------------
<PAGE>
THE CHASE MANHATTAN BANK
By: /s/
----------------------------------
Its:
---------------------------------
THE BANK OF TOKYO-MITSUBISHI,
LTD. NEW YORK BRANCH
By: /s/
----------------------------------
Its:
---------------------------------
PNC BANK, NATIONAL ASSOCIATION
By: /s/
----------------------------------
Its:
---------------------------------
KEYBANK NATIONAL ASSOCIATION
By: /s/
----------------------------------
Its:
---------------------------------
<PAGE>
SANPAOLO IMI SPA, formerly known as
Istituto Bancario San Paolo Di
Torino, S.p.A.
By: /s/
----------------------------------
Its:
---------------------------------
SOCIETE GENERALE, NEW YORK BRANCH
By: /s/
----------------------------------
Its:
---------------------------------
ISRAEL DISCOUNT BANK
By: /s/
----------------------------------
Its:
---------------------------------
THE BANK OF NEW YORK
By: /s/
----------------------------------
Its:
---------------------------------
<PAGE>
REPLACEMENT SCHEDULE 1.1
[Subject to Change]
Percentages
(Long Term Revolving Credit Agreement)
--------------------------------------------------------------------------------
***Lender Percentage Allocation
--------------------------------------------------------------------------------
***Comerica Bank 8.72 57,500,000
--------------------------------------------------------------------------------
Bank of America N.A.***/ 8.52 56,250,000
--------------------------------------------------------------------------------
Fleet National Bank***/ 8.52 56,250,000
--------------------------------------------------------------------------------
Bank Hapoalim 8.33 55,000,000
--------------------------------------------------------------------------------
Bank Leumi 7.95 52.500,000
--------------------------------------------------------------------------------
West L.B.***/ 7.58 50,000,000
--------------------------------------------------------------------------------
ABN-AMRO 5.68 37,500,000
--------------------------------------------------------------------------------
Barclays Capital 5.68 37,500,000
--------------------------------------------------------------------------------
First Union National Bank 5.68 37,500,000
--------------------------------------------------------------------------------
Wachovia Bank***/ 5.68 37,500,000
--------------------------------------------------------------------------------
****The Chase Manhattan Bank 5.30 35,000,000
--------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi***/ 4.55 30,000,000
--------------------------------------------------------------------------------
PNC Bank 3.98 26,250,000
--------------------------------------------------------------------------------
KeyBank National Association***/ 3.79 25,000,000
--------------------------------------------------------------------------------
San Paolo Bank***/ 3.79 25,000,000
--------------------------------------------------------------------------------
Societe Generale 2.84 18,750,000
--------------------------------------------------------------------------------
Israel Discount Bank 1.89 12,500,000
--------------------------------------------------------------------------------
Bank of New York 1.52 10,000,000
--------------------------------------------------------------------------------
Total 660,000,000
--------------------------------------------------------------------------------
-------------------
* Percentages rounded to two decimal places for administrative convenience.
** Allocations/commitments stated in Dollars.
*** Lenders whose allocations/commitments have increased under the First
Amendment.
**** New Lenders.
<PAGE>
REPLACEMENT SCHEDULE 4.1
PRICING MATRIX
Applicable Margin Grid
Vishay Intertechnology, Inc.
Amended and Restated Long Term Revolving Credit Facility
--------------------------------------------------------------------------------
Basis for Pricing LEVEL I LEVEL II LEVEL III
--------------------------------------------------------------------------------
1.0:1.0 1.0:1.0 2.0:1.0
Leverage Ratio but
2.0:1.0
--------------------------------------------------------------------------------
Revolving Credit Facility Fee 0.25% 0.25% 0.30%
--------------------------------------------------------------------------------
Eurocurrency-based Margin 0.50% 0.625% .70%
--------------------------------------------------------------------------------
Prime-based Rate Margin 0 0 0
--------------------------------------------------------------------------------
Letter of Credit Fee 0.50% 0.625% .70%
(exclusive of facing fee)
--------------------------------------------------------------------------------
Utilization Fee 12.50 12.50 15.00
--------------------------------------------------------------------------------
