EXECUTION COPY
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THIRD AMENDMENT TO
VISHAY LOAN AGREEMENT
DATED AS OF JUNE 30, 1997
COMERICA BANK, AS AGENT
NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT
BERLINER HANDELS-UND FRANKFURTER BANK, AS LEAD MANAGER
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THIRD AMENDMENT
THIS THIRD AMENDMENT ("Third Amendment") is made as of this 30th day of
June, 1997 by and among Vishay Intertechnology, Inc., a Delaware corporation
("Company"), Comerica Bank, successor by merger to Manufacturers Bank, N.A.,
formerly known as Manufacturers National Bank of Detroit ("Comerica"), the banks
signatory hereto (individually, a "Bank" and collectively, "Banks"), and
Comerica Bank, as agent for the Banks (in such capacity, "Agent").
RECITALS:
A. Company, Agent and the Banks entered into that certain Amended and
Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and Term
Loan Agreement dated as of July 18, 1994 (as amended by that certain First
Amendment dated as of June 27, 1995 and that certain Second Amendment dated as
of March 14, 1996, the "Vishay Loan Agreement") under which the Banks renewed
and extended (or committed to extend) credit to the Company and the Permitted
Borrowers, as set forth therein.
B. At the Company's request, Agent and the Banks have agreed with the
Company and the Permitted Borrowers to make certain amendments to the terms and
conditions of the Vishay Loan Agreement, but only on the terms and conditions
set forth in this Third Amendment.
NOW, THEREFORE, Company, the Permitted Borrowers, Agent and the Banks
agree:
1. Section 1 of the Vishay Loan Agreement is amended as follows:
(a) Section 1.67 (the definition of "Fixed Charge Coverage
Ratio") is amended and restated in its entirety as follows:
"1.67 'Fixed Charge Coverage Ratio' shall mean a ratio, (i)
the numerator of which shall be equal to the Operating Income of
the Company plus depreciation and amortization, each for the
preceding 12-month period ending on the date of determination
(and determined in accordance with GAAP), minus Capital
Expenditures of the Company during such 12-month period and (ii)
the denominator of which shall be the Interest Expense of the
Company for such 12-month period, in each case determined in
accordance with GAAP."
(b) Section 1.79 (the definition of "Intercompany Loan") and
Section 1.80 (the definition of "Intercompany Loans,
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Advances or Investments") are amended to replace each reference to the
words "100% Subsidiary" contained therein with the words "any
Subsidiary or Joint Venture, more than 50% of the share capital of
which is owned, directly or indirectly, by the Company".
(c) New Sections 1.86A, 1.86B and 1.86C (defining "Lite-On Joint
Venture Agreement", "Lite-On Joint Venture Documents" and "LPSC") are
added, immediately after Section 1.86, as follows:
"1.86A 'Lite-On Joint Venture Agreement' shall mean that
certain Joint Venture Agreement dated April 25, 1997 by and
between the Company and Lite-On [JV Co.], a company formed under
the laws of the Republic of China, relating to the acquisition by
the Company of LPSC, as amended (subject to the terms hereof),
from time to time.
"1.86B 'Lite-On Documents' shall mean the Lite-On Joint
Venture Agreement, that certain Stock Purchase Agreement dated
April 25, 1997 by and among the Company and the shareholders of
LPSC, and that certain Stock Appreciation Right Agreement dated
as of ____________, 1997 by and between the Company and Lite-On
[JV CO.], each as amended (subject to the terms hereof) from time
to time.
"1.86C 'LPSC' shall mean Lite-On Power Semiconductor
Corporation, a company formed under the laws of the Republic of
China."
(d) Section 1.108 (the definition of "Permitted Transfer") is
amended to replace the word "and" in the eighteenth line thereof
(immediately preceding clause (iv) of said Section) with a comma and
to add a new clause (v) beginning in the twenty-fifth line thereof
(immediately preceding the proviso), as follows:
"and (v) the transfer to Lite-On [JV Co.], of up to a 35%
interest in the joint venture company to be established under
Section 2.1 of the Lite-On Joint Venture Agreement, for the price
and on the other terms and conditions set forth therein and in
the other Lite-On Documents;"
(e) Section 1.153 is amended to add, following the words "joint
stock company," (in the second line thereof), the words "limited
liability company, partnership".
2. Section 7 of the Vishay Loan Agreement is amended as follows:
(a) Section 7.4 is amended and restated in its entirety, as
follows:
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"7.4 Tangible Net Worth. Maintain, and cause its
Subsidiaries to maintain, Tangible Net Worth which on a
Consolidated basis will at no time be less than Five Hundred
Million Dollars ($500,000,000), plus the sum of the Net
Income Adjustment and the Equity Offering Adjustment."
(b) Sections 7.5A and 7.5B are amended and restated in their
entirety, as follows:
"7.5 Leverage Ratio. Maintain, and cause its
Subsidiaries to maintain, a Leverage Ratio which on a
Consolidated basis will at no time exceed 3.25 to 1.0."
(c) Section 7.6 is amended and restated in its entirety, as
follows:
"7.6 Fixed Charge Coverage Ratio. Maintain, and cause
its Subsidiaries to maintain, a Fixed Charge Coverage Ratio
which on a Consolidated basis will at no time be less than
2.0 to 1.0."
3. Section 8 of the Vishay Loan Agreement is amended, as follows:
(a) Section 8.2 is amended to delete from the second line
thereof, the word "acquisition,".
(b) Section 8.4(b) is amended to add, following the word
"excluding", in the second line thereof, the words "indebtedness to".
(c) Section 8.6 is amended to redesignate existing subparagraphs
(b) and (c) as subparagraphs (c) and (d), respectively, and to add a
new subparagraph (b) to said Section 8.6, as follows:
"(b) Cash dividends by any non-100% Subsidiary or any Joint
Venture, provided that such dividends are paid to each
holder of share capital therein (including Company or
any of its other Subsidiaries) on a pro rata basis
(based on the relative amounts of share capital held by
each such holder) and provided further that such
dividends are paid to the Company or its other
Subsidiaries on substantially the same (or better)
terms as (and contemporaneously with) any dividends
paid to Persons other than the Company and its
Subsidiaries."
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(d) Section 8.7(d) is amended and restated in its entirety, as
follows:
"(d) Intercompany Loans, Advances or Investments without regard
to any repayment of such loans, advances or investments
(other than the repayment or recovery of capital or
principal), provided that both before and after giving
effect to any such loans, advances or investments, no
Default or Event of Default has occurred and is continuing
under this Agreement."
(e) Section 8.7(e) is amended and restated in its entirety, as
follows:
"(e) loans, advances or investments (without regard to any
repayment of such loans, advances or investments, other than
the repayment of capital or principal) to any Joint Venture
or Subsidiary, including without limitation guaranties by
the Company or any Subsidiary (valued on the basis of the
aggregate amount of indebtedness covered by a guaranty) of
third-party indebtedness of any such Joint Venture or
Subsidiary, which loans, advances or investments are not
otherwise permitted under this Section 8.7, in an aggregate
amount at any time outstanding not to exceed five percent
(5%) of Tangible Net Worth;"
(f) Section 8.12 is amended and restated in its entirety, as
follows:
"8.12 Amendment of Stock Purchase Agreement or
Lite-On Documents. Amend, modify or otherwise alter (or suffer
to be amended, modified or altered) any of the material terms
and conditions of the Stock Purchase Agreement or the Lite-On
Documents in any respect which is materially adverse to the
Company, as determined by Company in its reasonable
discretion, without the prior written approval of Agent and
the Majority Banks; provided that promptly following any
amendment to any of such documents, Company shall provide
Agent with copies of such amendments, for distribution to the
Banks."
4. Section 13.8(c) (establishing a 50% minimum hold requirement) is
amended to delete the second proviso (set forth in the fifteenth through
eighteenth lines thereof) from said Section 13.8(c) and Section 13.8(d)(ii) is
amended and restated in its entirety, as follows:
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"(ii) each assignment shall be in a minimum amount equal to
the lesser of (A) a Bank's entire remaining interest under the
Loan Agreements (and the Notes issued thereunder) or (B) Ten
Million Dollars ($10,000,000) or, as applicable, the Alternative
Currency Equivalent thereof;".
5. Company and each of the Permitted Borrowers ratify and confirm, as
of the date hereof, each of the representations and warranties set forth in
Sections 6.1 through 6.21, inclusive, of the Vishay Loan Agreement (as amended
by this Third Amendment), and acknowledge that such representations and
warranties are and shall remain continuing representations and warranties during
the entire life of the Vishay Loan Agreement.
6. Except as specifically set forth above, this Third Amendment shall
not be deemed to amend or alter in any respect the terms and conditions of the
Vishay Loan Agreement, any of the Notes issued thereunder, or any of the other
Loan Documents, or to constitute a waiver by Banks or Agent of any right or
remedy under the Vishay Loan Agreement, any of the Notes issued thereunder or
any of the other Loan Documents.
7. This Third Amendment shall become effective as of June 30, 1997,
subject to the satisfaction by Company and each of the Permitted Borrowers of
the following conditions on or before July __, 1997:
(a) Agent shall have received counterpart originals of this Third
Amendment duly executed and delivered by the Majority Banks, the
Company and the Permitted Borrowers and in form satisfactory to Agent
and the Majority Banks; and
(b) Agent shall have received from Company and the Permitted
Borrowers, as applicable, copies, certified by a duly authorized
officer to be true and complete as of the date hereof, of records of
all action taken by Company and the Permitted Borrowers, as the case
may be, to authorize the execution and delivery of this Third
Amendment.
8. Unless otherwise expressly defined to the contrary herein, all
capitalized terms used in this Third Amendment shall have the meaning set forth
in the Vishay Loan Agreement.
9. By executing this Third Amendment, each of the Permitted Borrowers
consents to and acknowledges and agrees to be bound by the terms and conditions
of this Third Amendment.
10. This Third Amendment may be executed in counterpart, in accordance
with Section 13.10 of the Vishay Loan Agreement.
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[SIGNATURES CONTAINED ON SUCCEEDING PAGES]
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IN WITNESS WHEREOF, Company, the Banks and Agent have each caused this
Third 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/ Dan M. Roman
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Its: Executive Vice President Its: Vice President
63 Lincoln Highway One Detroit Center
Malvern, Pennsylvania 19355 500 Woodward Avenue
Detroit, Michigan 48226
Attention: National Division
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BANKS:
COMERICA BANK
By: /s/ Dan M. Roman
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Dan M. Roman
Its: Vice President
NATIONSBANK OF NORTH
CAROLINA, N.A.
By: /s/ Yousuf Omar
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Yousuf Omar
Its: Senior Vice President
SIGNET BANK/MARYLAND
By: /s/ Janice E. Godwin
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Janice E. Godwin
Its: Vice President
CORESTATES BANK, N.A.,
formerly known as and
continuing to do business
under the name of THE
PHILADELPHIA NATIONAL BANK
By: /s/ Kathleen Stucy
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Kathleen Stucy
Its: Senior Vice President
BERLINER HANDELS-UND
FRANKFURTER BANK
By: /s/ Dana L. McDougall
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Its: Vice President
BANK HAPOALIM, B.M.
By: /s/ Carl Kopfinger
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Carl Kopfinger
Its: Vice President
BANK LEUMI le-ISRAEL, B.M.
By: /s/ Y. Apelker
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Its: Authorized Representative
ABN AMRO BANK N.V. NEW YORK
BRANCH
By: /s/ Nancy W. Lanzoni
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Nancy W. Lanzoni
Its: Group Vice President
and
By: /s/ John M. Kinney
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John M. Kinney
Its: Assistant Vice President
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CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Robert Ivosevich
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Robert Ivosevich
Its: Senior Vice President
CREDIT SUISSE
By: /s/ David Finney
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David Finney
Its: Managing Director
AND
By: /s/ Tom Muoio
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Tom Muoio
Its: Vice President
FLEET NATIONAL BANK, formerly
known as SHAWMUT BANK, N.A.
By: Authorized Representative
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ACKNOWLEDGED AND AGREED
BY THE PERMITTED BORROWERS:
VISHAY EUROPE GmbH
By: /s/ Richard N. Grubb
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Richard N. Grubb
Its: Authorized Representative
DRALORIC ELECTRONIC GmbH
By: /s/ Richard N. Grubb
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Richard N. Grubb
Its: Authorized Representative
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