EXECUTION COPY
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FOURTH AMENDMENT TO
VISHAY LOAN AGREEMENT
DATED AS OF SEPTEMBER 29, 1997
COMERICA BANK, AS AGENT
NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT
BHF-BANK AKTIENGESELLSCHAFT, AS LEAD MANAGER
FOURTH AMENDMENT TO VISHAY LOAN AGREEMENT
THIS FOURTH AMENDMENT ("Fourth Amendment") is made as of this 29th day
of September, 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, and Comerica Bank, as agent for the
Banks (in such capacity, "Agent").
RECITALS:
A. Company, Agent and the banks signatory thereto (herein, 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 (herein,
the "First Amendment"), and that certain Second Amendment dated as of March 14,
1996 and that certain Third Amendment dated as of June 30, 1997, 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. In connection therewith,
(1) the Banks, Agent and Company entered into that certain
Vishay Intertechnology, Inc. Acquisition Loan Agreement dated as of
July 18, 1994 (as amended) under which the Banks extended credit to the
Company consisting of a Bridge Loan and a Non-Amortizing Term Loan (as
therein defined), both such loans having been subsequently repaid;
(2) the Banks, Agent and Vishay Beteiligungs GmbH ("VBG"), now
known as Vishay Europe GmbH, and formerly known as Draloric Electronic
GmbH, entered into that certain Amended and Restated Draloric/VBG
Revolving Credit and Term Loan Agreement dated as of July 18, 1994 (as
amended by that certain First Amendment to such loan agreement dated as
of June 27, 1995, the "DM Loan Agreement") under which the Banks
renewed and extended (or committed to extend) to VBG a revolving credit
facility (still outstanding) and a term loan (subsequently repaid), as
set forth therein; and
(3) the Banks, Agent and VBG entered into that certain Amended
and Restated Roederstein Term Loan Agreement dated as of July 18, 1994
(as amended by that certain First Amendment to such loan agreement
dated as of June 27, 1995, the "Roederstein Loan Agreement") under
which the Banks renewed and extended credit (still outstanding) to VBG
as set forth therein.
C. Pursuant to the Vishay Loan Agreement, Company and the Permitted
Borrowers each issued to the Banks their respective Revolving Credit Notes as
specified therein, and Company issued to the Banks the Term Notes and the Bid
Notes described therein.
D. At the Company's request, Agent and the Banks signatory to this
Fourth Amendment have agreed with the Company and the Permitted Borrowers to
make certain amendments to the terms and conditions of the Vishay Loan
Agreement, including without limitation, increasing the Revolving Credit
provided by the Banks to the Company and the Permitted Borrowers thereunder by
the amount of Indebtedness presently outstanding under the Term Loan made by the
Banks to the Company pursuant to Section 3 of the Vishay Loan Agreement in
connection with the concurrent repayment (by renewal) by the Company of the Term
Loan, but only on the terms and conditions set forth in this Fourth 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 1.6 (the definition of "Activation Fee") is deleted
and replaced in its entirety by the word "[Reserved]".
(b) Section 1.7 (the definition of "Adjusted Total Indebtedness")
is amended to delete, from the fourth line thereof, the words "average
of the".
(c) Section 1.15 (the definition of "Applicable Fee Percentage")
is amended to delete in its entirety the proviso added to said section
by the First Amendment.
(d) Section 1.17 (the definition of "Applicable Margin") is
amended and restated in its entirety, as follows:
"1.17 'Applicable Margin' shall mean, as of any date
of determination thereof, (i) with respect to the Revolving
Credit and the Term Loan, the applicable interest rate margin,
determined by reference to the appropriate columns in the
Pricing Matrix attached to this Agreement as Schedule 4.1, and
(ii) with respect to Eurocurrency Bid Advances, the
Eurocurrency Bid Margin."
(e) Section 1.19 (the definition of "Banks") is amended to add
PNC Bank, National Association and The Bank of Tokyo-Mitsubishi, Ltd.
New York Branch as additional Banks ("Additional Banks") and to delete
Credit Suisse and ABN AMRO Bank N.V. New York Branch ("Former Banks")
as Banks.
(f) Section 1.64 (the definition of "Excess Cash Flow") is
amended and restated in its entirety, as follows:
"1.64 'Excess Cash Flow' shall mean zero, whether or
not the Company's operating activities produce any net cash or
otherwise."
(g) Section 1.66 (the definition of "Fees") is amended to
delete the references to "the Activation Fee" and "the Revolving Credit
Commitment Fee".
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(h) Section 1.67 (the definition of "Fixed Charge Coverage
Ratio") is amended to replace the words (in the second and third lines
thereof), "the Operating Income of the Company, plus depreciation and
amortization, each" with the term "EBITDA".
(i) Sections 1.121 through 1.123 (the definitions of "Rating
Levels 1, 2 and 3") are amended and restated in their entirety, as
follows:
"1.121. 'Rating Level 1' shall mean an S&P rating of A- (or
higher) and a Moody's rating of A3 (or higher).
"1.122. 'Rating Level 2' shall mean an S&P rating of BBB+
(or higher) and a Moody's rating of Baa1 (or higher).
"1.123. 'Rating Level 3' shall mean an S&P rating of BBB (or
higher) and a Moody's rating of Baa2 (or higher)."
(j) Section 1.130 (the definition of "Revolving Credit") is
amended and restated in its entirety as follows:
"1.130 'Revolving Credit' shall mean the revolving credit
loan to be advanced to the Company or the Permitted Borrowers by
the Banks pursuant to Section 2.1 hereof, in an aggregate amount,
subject to the terms hereof, not to exceed the Revolving Credit
Aggregate Commitment."
(k) Section 1.131 (the definition of "Revolving Credit Aggregate
Commitment") is amended and restated in its entirety as follows:
"1.131 'Revolving Credit Aggregate Commitment' shall mean,
as of the applicable date of determination, the sum of Four
Hundred Seventy Million Dollars ($470,000,000), less any
reductions in the Revolving Credit Aggregate Commitment under
Section 2.16 hereof.
(l) Sections 1.132 (the definition of "Revolving Credit
Commitment Fee") and 1.133 (the definition of "Revolving Credit
Designated Portion") are deleted in their entirety and replaced with
the word "[Reserved]."
(m) Section 1.135 (the definition of "Revolving Credit Maturity
Date") is amended to extend the Revolving Credit Maturity Date
presently in effect from December 31, 2001 to December 31, 2002 and to
change the reference to "Revolving Credit Maximum Amount" (in the
fourth line thereof) to "Revolving Credit Aggregate Commitment".
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(n) Section 1.136 (the definition of "Revolving Credit Maximum
Amount") is deleted in its entirety and replaced with the word
"[Reserved]."
2. Section 2 of the Vishay Loan Agreement is amended as follows:
(a) Section 2.14 (establishing the Revolving Credit Commitment
Fee) is deleted in its entirety and replaced with the word
"[Reserved]".
(b) Section 2.15 is amended to delete clause (i) of subparagraph
(a) and to redesignate clauses (ii) and (iii) of subparagraph (a) as
clauses (i) and (ii), respectively.
(c) Section 2.16 is amended to change each reference in said
Section to the "Revolving Credit Maximum Amount" to the "Revolving
Credit Aggregate Commitment", to change the reference to the
"Revolving Credit Commitment Fee" (in the tenth and eleventh lines
thereof) to the "Revolving Credit Facility Fee" and to delete the last
sentence of said Section 2.16 in its entirety.
(d) Sections 2.17 and 2.18 are deleted in their entirety and, in
each case, replaced with the word "[Reserved]."
3. Replacement Schedule 4.1 (Pricing Matrix) attached to this Fourth
Amendment shall replace existing Schedule 4.1 to the Vishay Loan Agreement and
Schedule 4.1A (added to the Vishay Loan Agreement by the First Amendment) is
hereby deleted; new Exhibit "G" in the form attached to this Fourth Amendment
(setting forth the applicable Percentages) shall replace existing Exhibit "G" to
the Vishay Loan Agreement; and the existing Schedules to the Vishay Loan
Agreement are hereby restated and replaced in their entirety by the Schedules
contained in Attachment "1" hereto.
4. 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 Fourth 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, and Agent and the Banks confirm
that, as of the Effective Date (defined below), the Term Loan under Section 3 of
the Vishay Loan Agreement has been paid by renewal according to the terms
hereof.
5. Except as specifically set forth above, this Fourth 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.
6. This Fourth Amendment shall become effective as of September 30,
1997 (the "Effective Date"), subject to the satisfaction by Company and each of
the Permitted Borrowers
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of the following conditions (which Company covenants and agrees to satisfy) on
or before such date:
(a) Agent shall have received counterpart originals of this
Fourth Amendment, duly executed and delivered by Company, Permitted
Borrowers and the Banks, and in form satisfactory to Agent and the
Banks;
(b) Company and each of the Permitted Borrowers (with respect to
the Revolving Credit) and Company (with respect to the Bid Notes)
shall have executed and delivered to each of the Banks renewal and
replacement Notes substantially in the forms of Exhibit B-1, B-2 and
C-4 to the Vishay Loan Agreement, as applicable, each of such Notes to
be dated as of the Effective Date (with appropriate insertions
acceptable to the Banks in form and substance) and (i) in the case of
the Revolving Credit, in the face amount of each Bank's respective
Percentage of the Revolving Credit Aggregate Commitment, reflecting
the increase which is to become effective on the Effective Date of
this Fourth Amendment and the aforesaid changes in the Percentages and
(ii) in the case of the Bid Notes, in the full amount of the Revolving
Credit Aggregate Commitment, reflecting such increase and the
aforesaid changes in the Percentages. Upon receipt of the renewal and
replacement Notes ("New Notes"), as aforesaid (which New Notes are to
be in exchange for and not in payment of the predecessor Revolving
Credit Notes, Bid Notes and the Term Notes issued by Company and the
Revolving Credit Notes issued by the Permitted Borrowers), the Banks
(other than the Additional Banks) shall return such predecessor Notes
to Agent which shall stamp such Notes "Exchanged" and deliver said
notes to the Company;
(c) 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 Fourth
Amendment and to issue replacement Notes hereunder;
(d) Agent shall have received a written legal opinion, addressed
to Agent and each of the Banks and dated as of the date hereof, from
counsel for Company and the Permitted Borrowers in form and substance
satisfactory to Agent and the Banks;
(e) Company shall have paid to Agent, for distribution to the
Banks (excluding the Additional Banks, but including the Former Banks)
pro rata based on the Percentages in effect immediately prior to the
Effective Date, the Fees in effect under the Vishay Loan Agreement
prior to the date on which this Fourth Amendment shall become
effective, accrued to such date; and
(f) The conditions to the effectiveness of that certain Second
Amendment to the DM Loan Agreement and the Roederstein Loan Agreement,
to be executed and delivered concurrently herewith, shall have been
satisfied.
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If the foregoing conditions have not been satisfied on or before September 30,
1997, this Fourth Amendment shall be deemed null and void and of no further
force and effect.
7. Concurrently with the Effective Date of this Fourth Amendment
pursuant to Section 6 hereof,
(a) each Additional Bank shall become a "Bank" under and for
all purposes of the Credit Agreement, shall have all the rights and
obligations of a party to the Vishay Loan Agreement, as if it were an
original signatory thereto, and shall agree to be bound by the terms
and conditions set forth in the Vishay Loan Agreement as if it were an
original signatory thereto, and to the extent the Banks parties to the
Vishay Loan Agreement prior to the Effective Date hereof shall have
exercised any consent or approval rights prior to Effective Date, such
Additional Bank agrees to be bound by such consent or approval, to the
extent that copies thereof have been provided to such additional Bank;
and
(b) each Bank (including the Additional Banks) shall have (i) a
Percentage equal to the Percentage set forth in new Exhibit G hereto
and (ii) Advances of the Revolving Credit in its Percentage thereof
outstanding on the Effective Date. To facilitate the foregoing, each
Bank (including the Additional Banks) which as a result of the
adjustments of Percentages evidenced by new Exhibit G is to have a
greater principal amount of Advances of the Revolving Credit
outstanding than such Bank had outstanding under the Vishay Loan
Agreement immediately prior to the Effective Date of this Fourth
Amendment 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 Bank, including the Former Banks,
which, as a result of the adjustment of the Percentages, is to have a
lesser principal amount of Indebtedness (or no Indebtedness in the
case of the Former Banks) outstanding than such Bank had under the
Vishay Loan Agreement immediately prior to the Effective Date of the
Fourth Amendment). Each Additional Bank agrees that all interest and
fees accrued under the Vishay Loan Agreement prior to the Effective
Date are the property of the Banks which were parties to the Vishay
Loan Agreement prior to the Effective Date of this Fourth Amendment.
8. Unless otherwise expressly defined to the contrary herein, all
capitalized terms used in this Fourth Amendment shall have the meaning set forth
in the Vishay Loan Agreement.
9. By executing this Fourth Amendment, each of the Permitted Borrowers
consents to and acknowledges and agrees to be bound by the terms and conditions
of this Fourth Amendment.
10. This Fourth Amendment may be executed in counterpart, in accordance
with Section 13.10 of the Vishay Loan Agreement.
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IN WITNESS WHEREOF, Company, the undersigned Banks and Agent have each
caused this Fourth 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
------------------------- ------------------------
Richard N. Grubb Dan M. Roman
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
NATIONSBANK OF NORTH
CAROLINA, N.A.
By: /s/ Yousef Omar
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Yousef Omar
Its: Senior Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Linda Pace
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Linda Pace
Its: Vice President
By: /s/ John Sykes
-------------------------
John Sykes
Its: Vice President
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BANK HAPOALIM B.M.
By: /s/ Carl Kopfinger
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Carl Kopfinger
Its: Vice President
By: /s/ Jonathan Kulka
-------------------------
Jonathan Kulka
Its: First Vice President
SIGNET BANK/MARYLAND
By: /s/ Janice E. Godwin
-------------------------
Janice E. Godwin
Its: Vice President
CORESTATES BANK, N.A.
By:/s/ Kathleen Stucy
-------------------------
Kathleen Stucy
Its: Senior Vice President
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BANK LEUMI le-ISRAEL B.M.
By: /s/ Y. Apleker
-------------------------
Y. Apleker
/s/ M. Fink
-------------------------
M. Fink
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Gary Tyrrell
-------------------------
Gary Tyrrell
Its: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Scott Chappelka
-------------------------
Scott Chappelka
Its: Vice President
THE BANK OF TOKYO-MITSUBISHI,
LTD. NEW YORK BRANCH
By: /s/ Christopher Wilkens
-------------------------
Christopher Wilkens
Its: Attorney-In-Fact
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FLEET NATIONAL BANK, formerly known
as SHAWMUT BANK, N.A.
By: /s/ Frank Benesh III
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Frank Benesh III
Its: Vice President
ACKNOWLEDGED AND AGREED
BY THE PERMITTED BORROWERS:
VISHAY EUROPE GmbH
By:/s/ Richard N. Grubb
--------------------------------
Richard N. Grubb
Its: Attorney-in-Fact
VISHAY ELECTRONIC GmbH,
formerly known as DRALORIC ELECTRONIC GmbH
By: /s/ Richard N. Grubb
--------------------------------
Richard N. Grubb
Its: Attorney-in-Fact
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EXHIBIT "G"
to Fourth Amendment to Vishay Loan Agreement
Percentages
Comerica Bank 16.67%
NationsBank of North Carolina, N.A. 15.75%
CoreStates Bank 12.50%
BHF-Bank Aktiengesellschaft 9.68%
Bank Hapoalim, B.M. 8.33%
Credit Lyonnais New York Branch 8.33%
Fleet National Bank 7.49%
Bank Leumi le-Israel, B.M. 6.00%
Signet Bank/Maryland 5.25%
Bank of Tokyo-Mitsubishi 5.00%
PNC Bank 5.00%
Total 100.00%
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SCHEDULE 4.1 (VISHAY LOAN AGREEMENT)
PRICING MATRIX (DETERMINATION OF PRICING LEVELS)
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APPLICABLE MARGIN FOR
ADVANCES APPLICABLE FEE PERCENTAGE FOR
OF THE REVOLVING CREDIT
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Prime-based Eurocurrency- Revolving Credit Facility Fee
Rate based Rate
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If Leverage Ratio is less than 1.25:1.0
OR
If Rating Level 1 is in effect 0.00% .165% .085%
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If Leverage Ratio is greater than or
equal to 1.25:1.0, but less than
2.0:1.0 0.00% .20% .10%
OR
If Rating Level 2 is in effect
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If Leverage Ratio is greater than or
equal to 2.0:1.0, but less than 2.75:1.0
OR 0.00% .25% .125%
- --
If Rating Level 3 is in effect
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If Leverage Ratio is greater than or
equal to 2.75
OR 0.00% .30% .180%
- --
If Rating Level 4 is in effect
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