EXECUTION COPY
03/02/98
EXHIBIT G-2
DOMESTIC GUARANTY
(LONG TERM)
This GUARANTY is made as of this 2nd day of March, 1998 by the
undersigned guarantors (each a "Guarantor" and any and all collectively the
"Guarantors") to Comerica Bank, as Administrative Agent ("Agent") for and on
behalf of the Lenders (as defined below).
RECITALS
A. Pursuant to that certain Vishay Intertechnology, Inc. Long Term
Revolving Credit Agreement dated as of March 2, 1998 (as amended or otherwise
modified from time to time, the "Credit Agreement") by and among Vishay
Intertechnology, Inc., a Delaware corporation ("Company"), the Permitted
Borrowers designated therein (by their execution and delivery of the Credit
Agreement or of a Permitted Borrower Addendum), Agent and the lenders which are
named in and signatories to the Credit Agreement ("Lenders"), the Lenders have
agreed to extend credit to the Permitted Borrowers and Company on the terms set
forth in the Credit Agreement, with such credit consisting of (i) the Revolving
Credit in an aggregate amount, subject to the terms of the Credit Agreement, not
to exceed Eight Hundred Twenty Five Million Dollars ($825,000,000) at any one
time outstanding, (ii) as part of the Revolving Credit, a facility for the
issuance of letter(s) of credit ("Letter(s) of Credit") for the account of the
Company and/or a Permitted Borrower pursuant to Section 3 of the Agreement and
(iii) as part of the Revolving Credit, a Swing Line facility pursuant to Section
2.5 of the Credit Agreement.
B. As a condition to entering into and performing their respective
obligations under the Agreement, the Lenders, and Agent have required that each
of the Guarantors provide to Agent, for and on behalf of the Lenders, this
Guaranty.
C. Each of the Guarantors desires to see the success of Company and of
the Permitted Borrowers and furthermore, each of the Guarantors shall receive
direct and/or indirect benefits from extensions of credit made or to be made
pursuant to the Credit Agreement to the Company and the Permitted Borrowers.
D. Agent is acting as Agent for the Lenders pursuant to Section 12 of
the Credit Agreement.
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NOW, THEREFORE, to induce each of the Lenders to enter into and perform
its obligations under the Credit Agreement, each of the Guarantors has executed
and delivered this guaranty (as amended and otherwise modified from time to
time, "Guaranty").
1. Definitions. Unless otherwise provided herein, all capitalized terms
in this Guaranty shall have the meanings specified in the Credit Agreement. The
term "Lenders" as used herein shall include any successors or assigns of the
Lenders, in accordance with the Credit Agreement.
2. Guaranty. Each of the Guarantors hereby, jointly and severally,
guarantees to the Lenders the due and punctual payment to the Lenders when due,
whether by acceleration or otherwise, of all amounts, including , without
limitation, principal, interest (including interest accruing on or after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding by or against Company or any Permitted
Borrower, whether or not a claim for post-filing or post-petition interest is
allowed in such a proceeding), and all other liabilities and obligations, direct
or indirect, absolute or contingent, due or to become due, now existing or
hereafter incurred, which may arise under, out of, or in connection with all
Indebtedness under or in connection with the Credit Agreement or the other Loan
Documents, whether such Indebtedness is now existing or hereafter arising
including but not limited to:
(a) the aggregate principal amount of all outstanding Advances
under the Credit Agreement together with all interest accrued thereon
from time to time pursuant to the terms and conditions of the Credit
Agreement;
(b) any and all Letter of Credit Agreements executed or to be
executed by Company or the Permitted Borrowers, or any of them, from
time to time pursuant to the Agreement, and any Letters of Credit
issued or to be issued thereunder; and
(c) all extensions, renewals and amendments of or to the
Credit Agreement, any Notes issued thereunder, or such other
Indebtedness, or any replacements or substitutions therefor;
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, and reasonable costs and expenses (including without limitation,
all reasonable fees and disbursements of counsel to the Agent or any Lender) or
otherwise, and each of the Guarantors hereby jointly and severally agrees that
if Company or any of the Permitted Borrowers shall fail to pay any of such
amounts when and as the same shall be due and payable, or shall fail to perform
and discharge any covenant, representation or warranty in accordance with the
terms of the Credit Agreement, the Letter of Credit Agreements or any of the
other Loan Documents (subject, in each case, to any applicable periods of grace
or cure), each of such Guarantors, will forthwith pay to the Agent, on behalf of
the Lenders, an amount equal to any such amount or cause the Company and/or each
of the Permitted Borrowers, as the case may be to do so, and will pay any and
all damages that may
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be incurred or suffered in consequence thereof by Agent or any of the Lenders
and all reasonable expenses, including reasonable attorneys' fees, that may be
incurred by Agent in enforcing such covenant, representation or warranty of
Company or the Permitted Borrowers, and in enforcing the covenants and
agreements of this Guaranty.
3. Unconditional Character of Guaranty. The obligations of each of the
Guarantors under this Guaranty shall be absolute and unconditional, and shall be
a guaranty of payment and not of collection, irrespective of the validity,
regularity or enforceability of the Credit Agreement, the Letter of Credit
Agreements, the Letters of Credit, or any of the other Loan Documents
(including, without limitation, the Company Guaranty and the Foreign Guaranty),
or any provision thereof, the absence of any action to enforce the same, any
waiver or consent with respect to or any amendment of any provision thereof, the
recovery of any judgment against any Person or action to enforce the same, any
failure or delay in the enforcement of the obligations of Company or the
Permitted Borrowers or any of them under the Credit Agreement, or any of the
other Loan Documents, any failure by Company to have countersigned any Request
for Advance by any of the Permitted Borrowers under the Credit Agreement, or any
setoff, counterclaim, recoupment, limitation, defense or termination whether
with or without notice to the Guarantors. Each of the Guarantors hereby waives
diligence, demand for payment, filing of claims with any court, any proceeding
to enforce any provision of the Credit Agreement, the Letter of Credit
Agreements, the Letters of Credit or any of the other Loan Documents, any right
to require a proceeding first against Company, any of the Permitted Borrowers,
or against any other guarantor or other party providing collateral, or to
exhaust any security for the performance of the obligations of Company, any of
the Permitted Borrowers, any protest, presentment, notice or demand whatsoever,
and each Guarantor hereby covenants that this Guaranty shall not be terminated,
discharged or released except, subject to Section 5.7 hereof, upon final payment
in full subject to no revocation or rescission of all amounts due and to become
due from Company and the Permitted Borrowers as and to the extent described
above, and only to the extent of any such payment, performance and discharge.
Each Guarantor hereby further covenants that no security now or subsequently
held by the Agent or the Lenders for the payment of the Indebtedness to the
Agent or to the Lenders under the Credit Agreement, the Letter of Credit
Agreements, the Letters of Credit or the Loan Documents (including, without
limitation, the Company Guaranty and the Foreign Guaranty, and any security for
any of the foregoing), whether in the nature of a security interest, pledge,
lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or
otherwise, and no act, omission or other conduct of Agent or the Lenders in
respect of such security, shall affect in any manner whatsoever the
unconditional obligations of this Guaranty, and that the Agent and each of the
Lenders, in their respective sole discretion and without notice to any of the
Guarantors, may release, exchange, enforce, apply the proceeds of and otherwise
deal with any such security without affecting in any manner the unconditional
obligations of this Guaranty.
Without limiting the generality of the foregoing, such obligations, and
the rights of the Agent to enforce the same, on behalf of the Lenders, by
proceedings, whether by action at law, suit in
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equity or otherwise, shall not be in any way affected to the extent permitted by
applicable law, by (i) any insolvency, bankruptcy, liquidation, reorganization,
readjustment, composition, dissolution, winding up or other proceeding involving
or affecting the Company, any or all of the Permitted Borrowers, any or all of
the Guarantors or any other person or (ii) any change in the ownership of any of
the capital stock of any or all of the Permitted Borrowers, Company, or any or
all of the Guarantors, or any other party providing collateral for any
indebtedness covered by the Guaranty, or any of their respective Affiliates.
Each of the Guarantors hereby waives to the fullest extent possible
under applicable law:
(a) any defense based upon the doctrine of marshalling of
assets or upon an election of remedies by Agent or the Lenders, including,
without limitation, an election to proceed by non-judicial rather than judicial
foreclosure, which destroys or otherwise impairs the subrogation rights of any
of the Guarantors or the rights of any of the Guarantors to proceed against the
Company, the Permitted Borrowers or any of them, or any or all of the other
Guarantors, for reimbursement, or both;
(b) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal;
(c) any duty on the part of Agent or the Lenders to disclose
to any of the Guarantors any facts Agent or the Lenders may now or hereafter
know about the Company, any of the Permitted Borrowers, regardless of whether
Agent or any Lender has reason to believe that any such facts materially
increase the risk beyond that which any such Guarantor intends to assume or has
reason to believe that such facts are unknown to such Guarantor or has a
reasonable opportunity to communicate such facts to the Guarantors, since each
of such Guarantors acknowledges that it is fully responsible for being and
keeping informed of the financial condition of the Company, each of the
Permitted Borrowers and of all circumstances bearing on the risk of non-payment
of any Indebtedness hereby guaranteed;
(d) any defense arising because of Agent's or the Lenders'
election, in any proceeding instituted under the Federal Bankruptcy Code, of the
application of Section 1111(b) (2) of the Federal Bankruptcy Code;
(e) until the Indebtedness is irrevocably paid in full, any
claim for reimbursement, contribution, indemnity or subrogation which such
Guarantor may have or obtain against Company, the Permitted Borrowers, or any of
them by reason of the payment by such Guarantor of any Indebtedness; and
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(f) any other event or action (excluding compliance by the
Guarantors with the provisions hereof) that would result in the discharge by
operation of law or otherwise of the Guarantors, or any of them, from the
performance or observance of any obligation, covenant or agreement contained in
this Guaranty.
The Agent and each of the Lenders may deal with the Company, the
Permitted Borrowers, or any of them, and any security held by them for the
obligations of the Company, the Permitted Borrowers, or any of them,(as
aforesaid) in the same manner and as freely as if this Guaranty did not exist
and the Agent shall be entitled, on behalf of Lenders, without notice to any of
the Guarantors, among other things, to grant to the Company, the Permitted
Borrowers, or any of them, such extension or extensions of time to perform any
act or acts as may seem advisable to the Agent (on behalf of the Lenders) at any
time and from time to time, and to permit the Company, the Permitted Borrowers,
or any of them, to incur additional indebtedness to Agent, the Lenders, or any
of them, without terminating, affecting or impairing the validity or
enforceability of this Guaranty or the obligations of the Guarantors hereunder.
The Agent may proceed, either in its own name (on behalf of the
Lenders) or in the name of each or any of the Guarantors, or otherwise, to
protect and enforce any or all of its rights under this Guaranty by suit in
equity, action at law or by other appropriate proceedings, or to take any action
authorized or permitted under applicable law, and shall be entitled to require
and enforce the performance of all acts and things required to be performed
hereunder by the Guarantors. Each and every remedy of the Agent and of the
Lenders shall, to the extent permitted by law, be cumulative and shall be in
addition to any other remedy given hereunder or now or hereafter existing at law
or in equity.
No waiver or release shall be deemed to have been made by the Agent or
any of the Lenders of any of their respective rights hereunder unless the same
shall be in writing and signed by or on behalf of the Lenders, and any such
waiver shall be a waiver or release only with respect to the specific matter and
Guarantor or Guarantors involved, and shall in no way impair the rights of the
Agent or any of the Lenders or the obligations of the Guarantors under this
Guaranty in any other respect at any other time.
At the option of the Agent, any or all of the Guarantors may be joined
in any action or proceeding commenced by the Agent against the Company, the
Permitted Borrowers, or any of them, or any of the other parties providing
Collateral for any Indebtedness covered by this Guaranty in connection with or
based upon the Credit Agreement, the Letter of Credit Agreements, the Letters of
Credit or any of the other Loan Documents or other Indebtedness, or any
provision thereof, and recovery may be had against any or all of the Guarantors
in such action or proceeding or in any independent action or proceeding against
any of them, without any requirement that the Agent or the Lenders first assert,
prosecute or exhaust any remedy or claim against the Company, the
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Permitted Borrowers, or any of them, and/or any of the other parties providing
Collateral for any Indebtedness covered by this Guaranty.
4. Representations and Warranties. Each Guarantor (i) ratifies,
confirms and, by reference thereto (as fully as though such matters were
expressly set forth herein), represents and warrants with respect to itself
those matters set forth in Sections 6.1, 6.3 through 6.10 inclusive, 6.12 and
6.14 through 6.20, inclusive, of the Credit Agreement, and such representations
and warranties shall be deemed to be continuing representations and warranties
true and correct in all material respects so long as this Guaranty shall be in
effect; and (ii) agrees not to engage in any action or inaction, the result of
which would cause a violation of any term or condition of the Credit Agreement.
5. Miscellaneous.
5.1 Governing Law. This Guaranty has been delivered in Michigan and
shall be interpreted and the rights of the parties hereunder shall be determined
under the laws of, and be enforceable in, the State of Michigan, each Guarantor
hereby consenting to the jurisdiction of state and all federal courts sitting in
such state.
5.2 Severability. If any term or provision of this Guaranty or the
application thereof to any circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Guaranty, or the application of such term
or provision to circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Guaranty shall be valid and enforceable to the fullest extent permitted by
law.
5.3 Notice. All notices or other communications to be made or given
pursuant to this Guaranty shall be sufficient if made or given as provided in
Section 13.6 of the Credit Agreement; or at such other addresses as directed by
any of such parties to the others, as applicable, in compliance with this
paragraph.
5.4 Right of Offset. Each of the Guarantors acknowledges the rights of
the Agent and of each of the Lenders to offset against the Indebtedness of any
Guarantor to the Lenders under this Guaranty, any amount owing by the Agent or
the Lenders, or either or any of them to such Guarantors, whether represented by
any deposit of such Guarantors (or any of them) with the Agent or any of the
Lenders or otherwise.
5.5 Right to Cure. Each of the Guarantors shall have the right to cure
any Event of Default under the Credit Agreement or the other Loan Documents with
respect to obligations of the other Guarantors thereunder; provided that such
cure is effected within the applicable grace period or period for cure
thereunder, if any; and provided further that such cure can be effected in
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compliance with the Credit Agreement (with respect to the obligations of any of
the Permitted Borrowers). Except to the extent of payments of principal,
interest and/or other sums actually received by the Agent or the Lenders
pursuant to such cure, the exercise of such right to cure by any Guarantor shall
not reduce or otherwise affect the liability of any other Guarantor under this
Guaranty.
5.6 Amendments; Joinder of Additional Guarantors. The terms of this
Guaranty may not be waived, altered, modified, amended, supplemented or
terminated in any manner whatsoever except as provided herein and in accordance
with the Credit Agreement. In accordance with Section 7.16 of the Credit
Agreement, future Domestic Significant Subsidiaries of the Company shall become
obligated as Guarantors hereunder (each as fully as though an original signatory
hereto) by executing and delivering to Agent and the Lenders that certain
joinder agreement in the form attached to this Guaranty as Exhibit A.
5.7 Joint and Several Obligation, etc. The obligation of each of the
Guarantors under this Guaranty shall be several and also joint, each with all
and also each with any one or more of the others, and may be enforced against
each severally, any two or more jointly, or some severally and some jointly. Any
one or more of the Guarantors may be released from its obligations hereunder
with or without consideration for such release and the obligations of the other
Guarantors hereunder shall be in no way affected thereby. Agent, on behalf of
Lenders, may fail or elect not to prove a claim against any bankrupt or
insolvent Guarantor and thereafter, Agent and the Lender may, without notice to
any Guarantors, extend or renew any part or all of any indebtedness of any of
Company or any of the Permitted Borrowers under the Credit Agreement or
otherwise, and may permit any such Person to incur additional indebtedness,
without affecting in any manner the unconditional obligation of each of the
Guarantors hereunder. Such action shall not affect any right of contribution
among the Guarantors.
5.8 Release. Upon the satisfaction of the obligations of the Guarantors
hereunder, and when none of the Guarantors is subject to any obligation
hereunder or under the Credit Agreement or any of the other Loan Documents, the
Agent shall deliver to the Guarantors, upon written request therefor, (i) a
written release of this Guaranty and (ii) appropriate discharges of any
Collateral provided by the Guarantors for this Guaranty; provided however that,
the effectiveness of this Guaranty shall continue or be reinstated, as the case
may be, in the event: (x) that any payment received or credit given by the Agent
or the Lenders, or any of them, is returned, disgorged, rescinded or required to
be recontributed to any party as an avoidable preference, impermissible setoff,
fraudulent conveyance, restoration of capital or otherwise under any applicable
state, federal or national law of any jurisdiction, including laws pertaining to
bankruptcy or insolvency, and this Guaranty shall thereafter be enforceable
against the Guarantors as if such returned, disgorged, recontributed or
rescinded payment or credit has not been received or given by the Agent or the
Lenders, and whether or not the Agent or any Lender relied upon such payment or
Credit or changed its position as a consequence thereof or (y) that any
liability is imposed, or sought to be imposed
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against the Agent or the Lenders, or any of them, relating to the environmental
condition of any of property mortgaged or pledged to Agent on behalf of the
Lenders by any Guarantor, Company, any Permitted Borrower or any other party as
collateral (in whole or part) for any indebtedness or obligation evidenced or
secured by this Guaranty, whether such condition is known or unknown, now exists
or subsequently arises (excluding only conditions which arise after acquisition
by Agent or any Lender of any such property, in lieu of foreclosure or
otherwise, due to the wrongful act or omission of Agent or such Lender) in which
event this Guaranty shall thereafter be enforceable against the Guarantors to
the extent of all liabilities, costs and expenses (including reasonable
attorneys fees) incurred by Agent or Lenders as the direct or indirect result of
any such environmental condition. For purposes of this Guaranty "environmental
condition" includes, without limitation, conditions existing with respect to the
surface or ground water, drinking water supply, land surface or subsurface
strata and the ambient air.
5.9 Consent to Jurisdiction. Each of the Guarantors hereby irrevocably
submits to the non-exclusive jurisdiction of any United States Federal or
Michigan state court sitting in Detroit in any action or proceeding arising out
of or relating to this Guaranty or any of the other Loan Documents and
Guarantors hereby irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined in any such United States Federal or
Michigan state court. Each of the Guarantors irrevocably consent to the service
of any and all process in any such action or proceeding brought in any court in
or of the State of Michigan (and to the receipt of any and all notices
hereunder) by the delivery of copies of such process to Guarantors at their
respective addresses specified in Section 5.3 hereof or by certified mail direct
to such address.
5.10 JURY TRIAL WAIVER. EACH OF THE GUARANTORS (AND THE AGENT AND EACH
OF THE LENDERS BY ACCEPTING THE BENEFITS HEREOF) HEREBY IRREVOCABLY AGREES TO
WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY AND ALL ACTIONS OR
PROCEEDINGS IN WHICH AGENT OR THE LENDERS (OR ANY OF THEM), ON ONE HAND, AND THE
COMPANY OR ANY OF THE GUARANTORS, ON THE OTHER HAND, ARE PARTIES, WHETHER OR NOT
SUCH ACTIONS OR PROCEEDINGS ARISE OUT OF THIS GUARANTY OR THE OTHER LOAN
DOCUMENTS OR OTHERWISE.
5.11 Limitation under Applicable Insolvency Laws. Notwithstanding
anything to the contrary contained herein, it is the intention of the
Guarantors, Agent and the Lenders that the amount of the respective Guarantors'
obligations hereunder shall be in, but not in excess of, the maximum amount
thereof not subject to avoidance or recovery by operation of applicable law
governing bankruptcy, reorganization, arrangement, adjustment of debts, relief
of debtors, dissolution, insolvency, fraudulent transfers or conveyances or
other similar laws (collectively, "Applicable Insolvency Laws"). To that end,
but only in the event and to the extent that the Guarantors' respective
obligations hereunder or any payment made pursuant thereto would, but for the
operation of the foregoing proviso, be subject to avoidance or recovery under
Applicable
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Insolvency Laws, the amount of the Guarantors' respective obligations hereunder
shall be limited to the largest amount which, after giving effect thereto, would
not, under Applicable Insolvency Laws, render the Guarantor's respective
obligations hereunder unenforceable or avoidable or subject to recovery under
Applicable Insolvency Laws. To the extent any payment actually made hereunder
exceeds the limitation contained in this Section 5.11, then the amount of such
excess shall, from and after the time of payment by the Guarantors (or any of
them), be reimbursed by the Lenders upon demand by such Guarantors. The
foregoing proviso is intended solely to preserve the rights of the Agent and the
Lenders hereunder against the Guarantors to the maximum extent permitted by
Applicable Insolvency Laws and neither Company nor any Guarantor nor any other
Person shall have any right or claim under this Section 5.11 that would not
otherwise be available under Applicable Insolvency Laws.
5.12 Currency Indemnity. All amounts payable by any Guarantor under
this Guaranty shall be paid to Agent at its main office in Detroit, Michigan, or
otherwise as it may from time to time direct, in full, free of any present or
future taxes, levies, imposts, duties, charges, fees or withholdings and without
set-off or counterclaim or any restriction or deduction whatsoever. If any
Guarantor is compelled by law to make any deduction or withholding, it will
promptly pay to Agent such additional amounts as will result in the net amount
received by Agent being equal to the full amount which would have been
receivable had there been no deduction or withholding. Payment shall be in the
Permitted Currency in which the monies, obligations or liabilities of such
Guarantor or the Permitted Borrower were due, owing or incurred, including
without limitation under Section 2.11 of the Credit Agreement. No payment to
Agent (whether under any judgment or court order or otherwise) shall discharge
the obligation or liability in respect of which it was made unless and until
Agent shall have received payment in full in the currency in which such
obligation or liability was due, owing or incurred, including without limitation
under Section 2.11 of the Credit Agreement, and to the extent that the amount of
such payment shall on actual conversion into such currency fall short of such
obligation or liability, actual or contingent, expressed in that currency, Agent
shall have a further separate cause of action against such Guarantor to recover
the amount of the shortfall. If and to the extent such Guarantor fails to pay
the amount due on demand, Agent may in its absolute discretion without notice to
such Guarantor purchase at any time thereafter so much of any currency as Agent
considers necessary or desirable to cover the obligations and liabilities of the
Company, the Permitted Borrowers, Guarantors and any of them in such currency
hereby guaranteed at the then prevailing spot rate of exchange of Agent (as
conclusively determined by Agent) for purchasing such currency with Dollars and
each of the Guarantors hereby agrees to indemnify Agent against the full Dollar
cost incurred by Agent for such purchase.
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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IN WITNESS WHEREOF, each of the undersigned Guarantors has executed
this Guaranty as of March 2, 1998.
VISHAY MEASUREMENTS GROUP,
INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY DALE HOLDINGS, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY DALE ELECTRONICS, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
Signature Page
Domestic Guaranty (Long Term Credit Agreement)
BRADFORD ELECTRONICS, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY SPRAGUE HOLDINGS CORP.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY SERVICE CENTER, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY SPRAGUE, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
Signature Page
Domestic Guaranty (Long Term Credit Agreement)
VISHAY SPRAGUE SANFORD, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY SPRAGUE PALM BEACH, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY ACQUISITION HOLDINGS
CORP.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY VITRAMON, INCORPORATED
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
Signature Page
Domestic Guaranty (Long Term Credit Agreement)
VISHAY TEMIC SEMICONDUCTOR
ACQUISITION HOLDINGS CORP.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY VSH HOLDINGS, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
VISHAY ROEDERSTEIN
ELECTRONICS, INC.
By: /s/ William J. Spires
---------------------
William J. Spires
Its: Vice President
ACCEPTED BY:
COMERICA BANK, as Administrative Agent,
on behalf of the Lenders
By: /s/ Dan M. Roman
--------------------
Dan M. Roman
Its: Vice President
Signature Page
Domestic Guaranty (Long Term Credit Agreement)
EXHIBIT A
to
Domestic Guaranty
Joinder Agreement
THIS JOINDER AGREEMENT is dated as of _________________, ____ by
__________________________, a ______________________ corporation ("New
Guarantor").
WHEREAS, pursuant to Section 7.16 of that certain Vishay
Intertechnology, Inc. Long Term Revolving Credit Agreement dated as of
_____________, 1998 (as amended or otherwise modified from time to time, the
"Credit Agreement") by and among Vishay Intertechnology, Inc. ("Company"), the
Permitted Borrowers designated therein (by execution and delivery of the Credit
Agreement or of a Permitted Borrower Addendum), the Lenders signatory thereto
and Comerica Bank, as Administrative Agent for the Lenders (in such capacity,
"Agent"), and pursuant to Section 5.6 that certain Domestic Guaranty dated as of
______________, 1998 (as amended or otherwise modified from time to time, the
"Guaranty") executed and delivered by the Guarantors named therein
("Guarantors") in favor of Agent, for and on behalf of the Lenders, the New
Guarantor must execute and deliver a Joinder Agreement in accordance with the
Credit Agreement and the Guaranty.
NOW THEREFORE, as a further inducement to Lenders to continue to
provide Credit accommodations to Company and the Permitted Borrowers (as defined
in the Credit Agreement), New Guarantor hereby covenants and agrees as follows:
1. All capitalized terms used herein shall have the meanings
assigned to them in the Credit Agreement unless expressly
defined to the contrary.
2. New Guarantor hereby enters into this Joinder Agreement in
order to comply with Section 7.16 of the Credit Agreement and
Section 5.6 of the Guaranty and does so in consideration of
the Advances made or to be made from time to time under the
Credit Agreement (and the other Loan Documents, as defined in
the Credit Agreement), from which New Guarantor shall derive
direct and indirect benefit as with the other Guarantors (all
as set forth and on the same basis as in the Guaranty).
3. New Guarantor shall be considered, and deemed to be, for all
purposes of the Credit Agreement, the Guaranty and the other
Loan Documents, a Guarantor under the Guaranty as fully as
though New Guarantor had executed and delivered the Guaranty
at the time originally executed and delivered under the Credit
Agreement and hereby
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ratifies and confirms its obligations under the Guaranty,
all in accordance with the terms thereof.
4. No Default or Event of Default (each such term being defined
in the Credit Agreement) has occurred and is continuing under
the Credit Agreement.
6. This Joinder Agreement shall be governed by the laws of the
State of Michigan and shall be binding upon New Guarantor and
its successors and assigns.
IN WITNESS WHEREOF, the undersigned New Guarantor has executed and
delivered this Joinder Agreement as of __________________, _____.
[NEW GUARANTOR]
By:______________
Its:_____________
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