AMENDMENT AND RESTATEMENT AGREEMENT dated as of May 8, 2023 (this “Agreement”), to the Credit Agreement dated as of June 5, 2019 (the “Existing Credit Agreement”), among VISHAY INTERTECHNOLOGY, INC., (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
Capitalized terms used but not otherwise defined herein (including in the preamble and recitals hereto) have the meanings assigned to them in the Existing Credit Agreement or the Amended and Restated Credit Agreement (as defined below), as the context requires.
WHEREAS, the Lenders and the Issuing Banks party to the Existing Credit Agreement (the “Existing Lenders” and the “Existing Issuing Banks”, respectively) have agreed to extend credit to the Borrower under the Existing Credit Agreement in the form of (i) Revolving Commitments and Revolving Loans (such Revolving Commitments and Revolving Loans, to the extent outstanding immediately prior to the Restatement Effective Date (as defined below), being referred to as the “Existing Revolving Commitments” and “Existing Revolving Loans”, respectively) and (ii) LC Commitments and Letters of Credit (such LC Commitments and Letters of Credit, to the extent outstanding immediately prior to the Restatement Effective Date, being referred to as the “Existing LC Commitments” and “Existing Letters of Credit”, respectively), in each case, on the terms and subject to the conditions set forth therein.
WHEREAS, the Borrower has requested that certain modifications be made to the Existing Credit Agreement to, among other things, (i) establish a new $750,000,000 senior secured revolving credit facility (the “New Facility”; the Revolving Commitments in respect of the New Facility under the Amended and Restated Credit Agreement, the “New Revolving Commitments”) that will mature on the fifth anniversary of the Restatement Effective Date and that will replace the existing $750,000,000 senior secured revolving credit facility made available under the Existing Credit Agreement (the “Existing Facility”), (ii) reflect the termination of the Existing Revolving Commitments and the Existing LC Commitments under the Existing Facility and (iii) make certain other modifications to the terms, provisions and covenants set forth therein, in each case, as set forth on Exhibit A hereto (collectively, the “Amendments”).
WHEREAS, the Administrative Agent and each of the Lenders and Issuing Banks party hereto, which Lenders and Issuing Banks constitute the Required Lenders under the Existing Credit Agreement and all of the Lenders and Issuing Banks under the Amended and Restated Credit Agreement, are willing to agree to the Amendments, in each case, on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:
