1    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                                                   Execution Copy
     
     
     
     
     
     
     
     _________________________________________________________________
     _________________________________________________________________
     
             AMENDED AND RESTATED VISHAY INTERTECHNOLOGY, INC.
     
                  $302,500,000 REVOLVING CREDIT AND TERM
     
                              LOAN AGREEMENT
     
                         DATED AS OF JULY 18, 1994
     
                          COMERICA BANK, AS AGENT
     
             NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT
     
                BERLINER HANDELS-UND FRANKFURTER BANK KGAA
                AND SIGNET BANK/MARYLAND, AS LEAD MANAGERS
     
     _________________________________________________________________
     _________________________________________________________________
     

 2    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                             TABLE OF CONTENTS
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          1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . .  1
     
               1.1    "Absolute Rate" . . . . . . . . . . . . . . .  1
               1.2    "Absolute Rate Bid Advance" . . . . . . . . .  1
               1.3    "Absolute Rate Interest Period" . . . . . . .  2
               1.4    "Accumulated Funding Deficiency". . . . . . .  2
               1.5    "Acquisition Loan(s)" . . . . . . . . . . . .  2
               1.6    "Activation Fee". . . . . . . . . . . . . . .  2
               1.7    "Adjusted Total Indebtedness" . . . . . . . .  2
               1.8    "Advance(s)". . . . . . . . . . . . . . . . .  2
               1.9    "Affiliate" . . . . . . . . . . . . . . . . .  2
               1.10   "Agent" . . . . . . . . . . . . . . . . . . .  3
               1.11   "Agent's Correspondent" . . . . . . . . . . .  3
               1.12   "Agent's Fees". . . . . . . . . . . . . . . .  3
               1.13   "Alternate Base Rate" . . . . . . . . . . . .  3
               1.14   "Alternative Currency". . . . . . . . . . . .  3
               1.15   "Applicable Fee Percentage" . . . . . . . . .  4
               1.16   "Applicable Interest Rate". . . . . . . . . .  4
               1.17   "Applicable Margin" . . . . . . . . . . . . .  4
               1.18   "Assignment Agreement". . . . . . . . . . . .  4
               1.19   "Banks" . . . . . . . . . . . . . . . . . . .  4
               1.20   "Bid Acknowledgment". . . . . . . . . . . . .  4
               1.21   "Bid Advance" . . . . . . . . . . . . . . . .  4
               1.22   "Bid Borrowing Request" . . . . . . . . . . .  4
               1.23   "Bid Lender(s)" . . . . . . . . . . . . . . .  4
               1.24   "Bid Notes" . . . . . . . . . . . . . . . . .  5
               1.25   "Bid Offer" . . . . . . . . . . . . . . . . .  5
               1.26   "Bridge Loan" . . . . . . . . . . . . . . . .  5
               1.27   "Business Day". . . . . . . . . . . . . . . .  5
               1.28   "Capital Expenditures". . . . . . . . . . . .  5
               1.29   "Closing Fee" . . . . . . . . . . . . . . . .  5
               1.30   "Collateral". . . . . . . . . . . . . . . . .  5
               1.31   "Commitment Letter" . . . . . . . . . . . . .  5
               1.32   "Company" . . . . . . . . . . . . . . . . . .  6
               1.33   "Contractual Obligation". . . . . . . . . . .  6
               1.34   "Consolidated" or "Consolidating" . . . . . .  6
               1.35   "Covenant Compliance Report". . . . . . . . .  6
               1.36   "Current Dollar Equivalent" . . . . . . . . .  6
               1.37   "Dale Electronics". . . . . . . . . . . . . .  6
               1.38   "Default" . . . . . . . . . . . . . . . . . .  7
               1.39   "Defined Contribution Plan" . . . . . . . . .  7
               1.40   "Deutsche Marks". . . . . . . . . . . . . . .  7
               1.41   "DM Loan Agreement" . . . . . . . . . . . . .  7
               1.42   "DM Loan Documents" . . . . . . . . . . . . .  7
               1.43   "DM Revolving Credit" and "DM Term Loan". . .  7
               1.44   "Dollar Amount" . . . . . . . . . . . . . . .  7
               1.45   "Dollars" and the sign "$". . . . . . . . . .  7
               1.46   "Domestic Advance". . . . . . . . . . . . . .  8

 3    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

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               1.47   "Domestic Guaranty" . . . . . . . . . . . . .  8
               1.48   "Domestic Subsidiaries" . . . . . . . . . . .  8
               1.49   "Draloric". . . . . . . . . . . . . . . . . .  8
               1.50   "EBITDA". . . . . . . . . . . . . . . . . . .  8
               1.51   "Environmental Auditors". . . . . . . . . . .  8
               1.52   "Environmental Audits". . . . . . . . . . . .  8
               1.53   "Equity Offering" . . . . . . . . . . . . . .  9
               1.54   "ERISA" . . . . . . . . . . . . . . . . . . .  9
               1.55   "ERISA Affiliate" . . . . . . . . . . . . . .  9
               1.56   "Eurocurrency Adjusted Rate". . . . . . . . .  9
               1.57   "Eurocurrency Bid Advance". . . . . . . . . . 10
               1.58   "Eurocurrency Bid Margin" . . . . . . . . . . 10
               1.59   "Eurocurrency-based Advance". . . . . . . . . 10
               1.60   "Eurocurrency-based Rate" . . . . . . . . . . 10
               1.61   "Eurocurrency-Interest Period". . . . . . . . 10
               1.62   "Eurocurrency Lending Office" . . . . . . . . 10
               1.63   "Event of Default". . . . . . . . . . . . . . 10
               1.64   "Excess Cash Flow". . . . . . . . . . . . . . 10
               1.65   "Federal Funds Effective Rate". . . . . . . . 11
               1.66   "Fees". . . . . . . . . . . . . . . . . . . . 11
               1.67   "Fixed Charge Coverage Ratio" . . . . . . . . 11
               1.68   "Fixed Rate". . . . . . . . . . . . . . . . . 11
               1.69   "Fixed Rate Option" . . . . . . . . . . . . . 12
               1.70   "Fixed Rate Election" . . . . . . . . . . . . 12
               1.71   "Foreign Subsidiaries". . . . . . . . . . . . 12
               1.72   "GAAP". . . . . . . . . . . . . . . . . . . . 12
               1.73   "Guaranties". . . . . . . . . . . . . . . . . 12
               1.74   "Hazardous Material". . . . . . . . . . . . . 12
               1.75   "Hazardous Material Law(s)" . . . . . . . . . 12
               1.76   "Hereof", "hereto", "hereunder" . . . . . . . 12
               1.77   "HLT Determination" . . . . . . . . . . . . . 12
               1.78   "Indebtedness". . . . . . . . . . . . . . . . 13
               1.79   "Intercompany Loan" . . . . . . . . . . . . . 13
               1.80   "Intercompany Loans, Advances or
                       Investments" . . . . . . . . . . . . . . . . 13
               1.81   "Interest Expense". . . . . . . . . . . . . . 13
               1.82   "Interest Period" . . . . . . . . . . . . . . 13
               1.83   "Internal Revenue Code" . . . . . . . . . . . 14
               1.84   "Joint Venture" . . . . . . . . . . . . . . . 14
               1.85   "Leverage Ratio". . . . . . . . . . . . . . . 14
               1.86   "Lien". . . . . . . . . . . . . . . . . . . . 14
               1.87   "Loan Agreements" . . . . . . . . . . . . . . 14
               1.88   "Loan Documents". . . . . . . . . . . . . . . 14
               1.89   "Majority Banks". . . . . . . . . . . . . . . 15
               1.90   "Material Property" . . . . . . . . . . . . . 15
               1.91   "Moody's Rating". . . . . . . . . . . . . . . 15

 4    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

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               1.92   "Multiemployer Plan". . . . . . . . . . . . . 15
               1.93   "Net Income". . . . . . . . . . . . . . . . . 15
               1.94   "Net Income Adjustment" . . . . . . . . . . . 16
               1.95   "New Banks" . . . . . . . . . . . . . . . . . 16
               1.96   "Non-Amortizing Term Loan". . . . . . . . . . 16
               1.97   "Notes" . . . . . . . . . . . . . . . . . . . 16
               1.98   "Operating Income". . . . . . . . . . . . . . 16
               1.99   "PBGC". . . . . . . . . . . . . . . . . . . . 16
               1.100  "Pension Plan(s)" . . . . . . . . . . . . . . 16
               1.101  "Percentage". . . . . . . . . . . . . . . . . 16
               1.102  "Permitted Borrower(s)" . . . . . . . . . . . 17
               1.103  "Permitted Borrowers Guaranty". . . . . . . . 17
               1.104  "Permitted Company Encumbrances". . . . . . . 17
               1.105  "Permitted Currencies". . . . . . . . . . . . 17
               1.106  "Permitted Encumbrances". . . . . . . . . . . 17
               1.107  "Permitted Encumbrances of the
                       Subsidiaries". . . . . . . . . . . . . . . . 18
               1.108  "Permitted Transfer". . . . . . . . . . . . . 18
               1.109  "Permitted Transferee". . . . . . . . . . . . 19
               1.110  "Person". . . . . . . . . . . . . . . . . . . 19
               1.111  "Prime Rate". . . . . . . . . . . . . . . . . 19
               1.112  "Prime-based Advance" . . . . . . . . . . . . 19
               1.113  "Prime-based Rate". . . . . . . . . . . . . . 19
               1.114  "Prior Agreements". . . . . . . . . . . . . . 19
               1.115  "Prior Banks" . . . . . . . . . . . . . . . . 19
               1.116  "Prior DM Agreement". . . . . . . . . . . . . 19
               1.117  "Prior Loan Agreement". . . . . . . . . . . . 20
               1.119  "Prohibited Transaction". . . . . . . . . . . 20
               1.120  "Rating Level". . . . . . . . . . . . . . . . 20
               1.121  "Rating Level 1". . . . . . . . . . . . . . . 20
               1.122  "Rating Level 2". . . . . . . . . . . . . . . 20
               1.123  "Rating Level 3". . . . . . . . . . . . . . . 20
               1.124  "Rating Level 4". . . . . . . . . . . . . . . 20
               1.125  "Reference Banks" . . . . . . . . . . . . . . 20
               1.126  "Request for Advance" . . . . . . . . . . . . 20
               1.127  "Request for Term Loan Advance and Rate
                       Request" . . . . . . . . . . . . . . . . . . 20
               1.128  "Required Consummation Date". . . . . . . . . 20
               1.129  "Revalidation Date" . . . . . . . . . . . . . 21
               1.130  "Revolving Credit". . . . . . . . . . . . . . 21
               1.131  "Revolving Credit Aggregate Commitment" . . . 21
               1.132  "Revolving Credit Commitment Fee" . . . . . . 21
               1.133  "Revolving Credit Designated Portion" . . . . 21
               1.134  "Revolving Credit Facility Fee" . . . . . . . 21
               1.135  "Revolving Credit Maturity Date". . . . . . . 21
               1.136  "Revolving Credit Maximum Amount" . . . . . . 21

 5    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

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               1.137  "Revolving Credit Notes". . . . . . . . . . . 21
               1.138  "Roederstein" . . . . . . . . . . . . . . . . 21
               1.139  "Roederstein Loan Agreement". . . . . . . . . 21
               1.140  "Roederstein Loan Documents". . . . . . . . . 22
               1.141  "Seller". . . . . . . . . . . . . . . . . . . 22
               1.142  "S & P Rating". . . . . . . . . . . . . . . . 22
               1.143  "Shares", "share capital", "capital stock",
                      "stock" . . . . . . . . . . . . . . . . . . . 22
               1.144  "Significant Domestic Subsidiaries" . . . . . 22
               1.145  "Significant Foreign Subsidiaries". . . . . . 22
               1.146  "Significant Subsidiaries". . . . . . . . . . 22
               1.147  "Single Employer Plan". . . . . . . . . . . . 22
               1.148  "Stockholder's Equity". . . . . . . . . . . . 22
               1.149  "Stock Option Plan" . . . . . . . . . . . . . 22
               1.150  "Stock Option Plan Debt". . . . . . . . . . . 23
               1.151  "Stock Purchase Agreement". . . . . . . . . . 23
               1.152  "Sublimit". . . . . . . . . . . . . . . . . . 23
               1.153  "Subsidiary(ies)" . . . . . . . . . . . . . . 23
               1.154  "Tangible Net Worth". . . . . . . . . . . . . 23
               1.155  "Target Company". . . . . . . . . . . . . . . 24
               1.156  "Target Company Acquisition". . . . . . . . . 24
               1.157  "Target Company Loan Agreement" . . . . . . . 24
               1.158  "Target Company Loan Documents" . . . . . . . 25
               1.159  "Term Loan" . . . . . . . . . . . . . . . . . 25
               1.160  "Term Loan Maturity Date" . . . . . . . . . . 25
               1.161  "Term Notes". . . . . . . . . . . . . . . . . 25
               1.162  "Vishay Guaranty" . . . . . . . . . . . . . . 25
               1.163  "Vishay Israel" . . . . . . . . . . . . . . . 25
               1.164  "Vishay Stock Plans". . . . . . . . . . . . . 25
               1.165  "Vitramon Acquisition, Inc.". . . . . . . . . 25
               1.166  "VBG" . . . . . . . . . . . . . . . . . . . . 25
               1.167  "Yield Maintenance Payment" . . . . . . . . . 25
     
          2.   REVOLVING CREDIT; BID ADVANCES . . . . . . . . . . . 26
     
               2.1    Commitment. . . . . . . . . . . . . . . . . . 26
               2.2    Accrual of Interest and Maturity. . . . . . . 26
               2.3    Requests for and Refundings and Conversions
                      of Advances.. . . . . . . . . . . . . . . . . 27
               2.4    Disbursement of Advances. . . . . . . . . . . 28
               2.5    Bid Advances. . . . . . . . . . . . . . . . . 30
               2.6    Prime-based Interest Payments.. . . . . . . . 36
               2.7    Absolute Rate and Eurocurrency-based
                      Interest Payments.. . . . . . . . . . . . . . 37
               2.8    Interest Payments on Conversions. . . . . . . 37
               2.9    Interest on Default.. . . . . . . . . . . . . 37

 6    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

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               2.10   Determination, Denomination and
                      Redenomination of Alternative Currency
                      Advances. . . . . . . . . . . . . . . . . . . 38
               2.11   Prepayment. . . . . . . . . . . . . . . . . . 38
               2.12   Prime-based Advance in Absence of Election
                      or Upon Default.. . . . . . . . . . . . . . . 39
               2.13   Revolving Credit Facility Fee.. . . . . . . . 39
               2.14   Revolving Credit Commitment Fee.. . . . . . . 40
               2.15   Currency Appreciation; Sublimits; Mandatory
                      Reduction of Indebtedness.. . . . . . . . . . 40
               2.16   Optional Reduction or Termination of
                      Revolving Credit Maximum Amount.. . . . . . . 42
               2.17   Revolving Credit Designated Portion.. . . . . 43
               2.18   Activation of Designated Portion. . . . . . . 43
               2.19   Extension of Revolving Credit Maturity
                      Date. . . . . . . . . . . . . . . . . . . . . 44
               2.20   Revolving Credit as Renewal; Application of
                      Advances Thereafter.. . . . . . . . . . . . . 44
     
          3.   TERM LOAN. . . . . . . . . . . . . . . . . . . . . . 45
     
               3.1    Commitment. . . . . . . . . . . . . . . . . . 45
               3.2    Repayment of Principal Until Term Loan
                      Maturity Date.. . . . . . . . . . . . . . . . 45
               3.3    Excess Cash Flow Recapture. . . . . . . . . . 46
               3.4    Accrual of Interest.. . . . . . . . . . . . . 46
               3.5    Prime-based Interest Payments.. . . . . . . . 46
               3.6    Eurocurrency-based Interest Payments. . . . . 47
               3.7    Interest Payments on Conversions. . . . . . . 47
               3.8    Interest on Default.. . . . . . . . . . . . . 47
               3.9    Requests for and Refundings and Conversions
                      of Advances.. . . . . . . . . . . . . . . . . 48
               3.10   Disbursement of Advances. . . . . . . . . . . 50
               3.11   Fixed Rate Election.. . . . . . . . . . . . . 51
               3.12   Prime-based Advance in Absence of Election
                      or Upon Default.. . . . . . . . . . . . . . . 53
               3.13   Prepayment. . . . . . . . . . . . . . . . . . 53
               3.14   Purpose.. . . . . . . . . . . . . . . . . . . 54
     
          4.   MARGIN ADJUSTMENTS; HLT DETERMINATION; SPECIAL
               LIMITATION . . . . . . . . . . . . . . . . . . . . . 55
     
               4.1    Margin Adjustments. . . . . . . . . . . . . . 55
               4.2    HLT Determination.. . . . . . . . . . . . . . 55
               4.3    Special Limitation. . . . . . . . . . . . . . 56
     

 7    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

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          5.   CONDITIONS.. . . . . . . . . . . . . . . . . . . . . 57
     
               5.1    Execution of Notes, this Agreement and the
                      other Loan Documents. . . . . . . . . . . . . 57
               5.2    Corporate Authority.. . . . . . . . . . . . . 57
               5.3    Vishay Guaranty.. . . . . . . . . . . . . . . 57
               5.4    Domestic Guaranty.. . . . . . . . . . . . . . 58
               5.5    Permitted Borrowers Guaranty. . . . . . . . . 58
               5.6    Representations and Warranties -- All
                      Parties.. . . . . . . . . . . . . . . . . . . 58
               5.7    Compliance with Certain Documents and
                      Agreements. . . . . . . . . . . . . . . . . . 58
               5.8    Opinion of Counsel. . . . . . . . . . . . . . 58
               5.9    Company's Certificate.. . . . . . . . . . . . 58
               5.10   Payment of Agents' and Other Fees.. . . . . . 59
               5.11   Other Documents and Instruments.. . . . . . . 59
               5.12   Continuing Conditions.. . . . . . . . . . . . 59
     
          6.   REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . 60
     
               6.1    Corporate Authority.. . . . . . . . . . . . . 60
               6.2    Due Authorization - Company.. . . . . . . . . 60
               6.3    Due Authorization -- Subsidiaries.. . . . . . 60
               6.4    Title to Material Property. . . . . . . . . . 61
               6.5    Encumbrances. . . . . . . . . . . . . . . . . 61
               6.6    Subsidiaries. . . . . . . . . . . . . . . . . 61
               6.7    Taxes.. . . . . . . . . . . . . . . . . . . . 61
               6.8    No Defaults.. . . . . . . . . . . . . . . . . 61
               6.9    Enforceability of Agreement and Loan
                      Documents -- Company. . . . . . . . . . . . . 61
               6.10   Enforceability of Loan Documents -- Other
                      Parties.. . . . . . . . . . . . . . . . . . . 62
               6.11   Non-contravention -- Company. . . . . . . . . 62
               6.12   Non-contravention -- Other Parties. . . . . . 62
               6.13   No Litigation -- Company. . . . . . . . . . . 62
               6.14   No Litigation -- Other Parties. . . . . . . . 63
               6.15   Consents, Approvals and Filings, Etc. . . . . 63
               6.16   Agreements Affecting Financial Condition. . . 64
               6.17   No Investment Company; No Margin Stock. . . . 64
               6.18   ERISA.. . . . . . . . . . . . . . . . . . . . 64
               6.19   Environmental Matters and Safety Matters. . . 65
               6.20   Conditions Affecting Business or
                      Properties. . . . . . . . . . . . . . . . . . 66
               6.21   Accuracy of Information.. . . . . . . . . . . 67
     

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          7.   AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . 67
               7.1    Preservation of Existence, Etc. . . . . . . . 67
               7.2    Keeping of Books. . . . . . . . . . . . . . . 67
               7.3    Reporting Requirements. . . . . . . . . . . . 67
               7.4A   Tangible Net Worth. . . . . . . . . . . . . . 69
               7.4B   Tangible Net Worth. . . . . . . . . . . . . . 70
               7.5A   Leverage Ratio. . . . . . . . . . . . . . . . 70
               7.5B   Leverage Ratio. . . . . . . . . . . . . . . . 70
               7.6    Fixed Charge Coverage Ratio.. . . . . . . . . 71
               7.7    Inspections.. . . . . . . . . . . . . . . . . 71
               7.8    Taxes.. . . . . . . . . . . . . . . . . . . . 72
               7.9    Further Assurances. . . . . . . . . . . . . . 72
               7.10   Insurance.. . . . . . . . . . . . . . . . . . 72
               7.11   Indemnification.. . . . . . . . . . . . . . . 72
               7.12   Governmental and Other Approvals. . . . . . . 72
               7.13   Compliance with Contractual Obligations and
                      Laws. . . . . . . . . . . . . . . . . . . . . 73
               7.14   ERISA.. . . . . . . . . . . . . . . . . . . . 73
               7.15   Environmental Matters.. . . . . . . . . . . . 74
               7.16   Delivery of Sfernice Authority Documents. . . 75
               7.17   Joinder of Guarantors . . . . . . . . . . . . 75
     
          8.   NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . 76
     
               8.1    Capital Structure, Business Objects or
                      Purpose.. . . . . . . . . . . . . . . . . . . 76
               8.2    Limitations on Fundamental Changes. . . . . . 76
               8.3    Guaranties. . . . . . . . . . . . . . . . . . 77
               8.4    Indebtedness. . . . . . . . . . . . . . . . . 77
               8.5    Liens.. . . . . . . . . . . . . . . . . . . . 77
               8.6    Dividends.. . . . . . . . . . . . . . . . . . 78
               8.7    Investments.. . . . . . . . . . . . . . . . . 78
               8.8    Accounts Receivable.. . . . . . . . . . . . . 80
               8.9    Transactions with Affiliates. . . . . . . . . 80
               8.10   Operations of Vishay Israel.. . . . . . . . . 80
               8.11   Prohibition Against Certain Restrictions. . . 80
               8.12   Amendment of Stock Purchase Agreement.. . . . 80
     
          9.   DEFAULTS . . . . . . . . . . . . . . . . . . . . . . 81
     
               9.1    Events of Default.. . . . . . . . . . . . . . 81
               9.2    Exercise of Remedies. . . . . . . . . . . . . 83
               9.3    Rights Cumulative.. . . . . . . . . . . . . . 84
               9.4    Waiver by Company of Certain Laws.. . . . . . 84
               9.5    Waiver of Defaults. . . . . . . . . . . . . . 84
               9.6    Cross-Default.. . . . . . . . . . . . . . . . 84
     

 9    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                             TABLE OF CONTENTS
                             -----------------
                                (Continued)
                                                                  Page
                                                                  ----
          10.  PAYMENTS, RECOVERIES AND COLLECTIONS.. . . . . . . . 85
     
               10.1   Payment Procedure.. . . . . . . . . . . . . . 85
               10.2   Application of Proceeds.. . . . . . . . . . . 87
               10.3   Pro-rata Recovery.. . . . . . . . . . . . . . 87
               10.4   Deposits and Accounts.. . . . . . . . . . . . 88
     
          11.  CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS.. . 88
     
               11.1   Reimbursement of Prepayment Costs.. . . . . . 88
               11.2   Eurocurrency Lending Office.. . . . . . . . . 88
               11.3   Availability of Alternative Currency. . . . . 89
               11.4   Refunding Advances in Same Currency.. . . . . 89
               11.5   Circumstances Affecting Eurocurrency-based
                      Rate Availability.. . . . . . . . . . . . . . 89
               11.6   Laws Affecting Eurocurrency-based Advance
                      Availability. . . . . . . . . . . . . . . . . 90
               11.7   Increased Cost of Eurocurrency-based
                      Advances. . . . . . . . . . . . . . . . . . . 90
               11.8   Indemnity.. . . . . . . . . . . . . . . . . . 92
               11.9   Judgment Currency.. . . . . . . . . . . . . . 92
               11.10  Other Increased Costs.. . . . . . . . . . . . 92
     
          12.  AGENT. . . . . . . . . . . . . . . . . . . . . . . . 93
     
               12.1   Appointment of Agent. . . . . . . . . . . . . 93
               12.2   Deposit Account with Agent. . . . . . . . . . 94
               12.3   Exculpatory Provisions. . . . . . . . . . . . 94
               12.4   Successor Agents. . . . . . . . . . . . . . . 94
               12.5   Loans by Agent. . . . . . . . . . . . . . . . 95
               12.6   Credit Decisions. . . . . . . . . . . . . . . 95
               12.7   Notices by Agent. . . . . . . . . . . . . . . 95
               12.8   Agent's Fees. . . . . . . . . . . . . . . . . 95
               12.9   Nature of Agency. . . . . . . . . . . . . . . 95
               12.10  Actions; Confirmation of Agent's Authority
                      to Act in Event of Default. . . . . . . . . . 96
               12.11  Authority of Agent to Enforce Notes and This
                      Agreement.. . . . . . . . . . . . . . . . . . 96
               12.12  Indemnification.. . . . . . . . . . . . . . . 96
               12.13  Knowledge of Default. . . . . . . . . . . . . 97
               12.14  Agent's Authorization; Action by Banks. . . . 97
               12.15  Enforcement Actions by the Agent. . . . . . . 97
               12.16  Co-Agent and Lead Managers. . . . . . . . . . 98
     

 10    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                             TABLE OF CONTENTS
                             -----------------
                                (Continued)
                                                                  Page
                                                                  ----
          13.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . 98
     
               13.1   Accounting Principles.. . . . . . . . . . . . 98
               13.2   Consent to Jurisdiction.. . . . . . . . . . . 98
               13.3   Law of Michigan.. . . . . . . . . . . . . . . 99
               13.4   Interest. . . . . . . . . . . . . . . . . . . 99
               13.5   Closing Costs; Other Costs. . . . . . . . . . 99
               13.6   Notices.. . . . . . . . . . . . . . . . . . .100
               13.7   Further Action. . . . . . . . . . . . . . . .100
               13.8   Successors and Assigns; Assignments and
                      Participations. . . . . . . . . . . . . . . .100
               13.9   Indulgence. . . . . . . . . . . . . . . . . .104
               13.10  Counterparts. . . . . . . . . . . . . . . . .104
               13.11  Amendment and Waiver. . . . . . . . . . . . .104
               13.12  Taxes and Fees. . . . . . . . . . . . . . . .105
               13.13  Confidentiality.. . . . . . . . . . . . . . .105
               13.14  Withholding Taxes.. . . . . . . . . . . . . .106
               13.15  Effective Upon Execution. . . . . . . . . . .106
               13.16  Severability. . . . . . . . . . . . . . . . .106
               13.17  Table of Contents and Headings. . . . . . . .107
               13.18  Construction of Certain Provisions. . . . . .107
               13.19  Independence of Covenants.. . . . . . . . . .107
               13.20  Reliance on and Survival of Various
                      Provisions. . . . . . . . . . . . . . . . . .107
               13.21  Release of Guaranties.. . . . . . . . . . . .107
               13.22  Release of Collateral under Prior Loan
                      Agreements. . . . . . . . . . . . . . . . . .108
               13.23  Complete Agreement. . . . . . . . . . . . . .108
     
     
     EXHIBITS
     
          FORM OF REQUEST FOR ADVANCE . . . . . . . . . . . . . . . .A
     
          FORM OF REVOLVING CREDIT NOTE -- COMPANY. . . . . . . . .B-1
     
          FORM OF REVOLVING CREDIT NOTE -- PERMITTED BORROWER . . .B-2
     
          FORM OF BID BORROWING REQUEST . . . . . . . . . . . . . .C-1
     
          FORM OF BID OFFER . . . . . . . . . . . . . . . . . . . .C-2
     
          FORM OF BID ACKNOWLEDGMENT. . . . . . . . . . . . . . . .C-3
     
          FORM OF BID NOTE. . . . . . . . . . . . . . . . . . . . .C-4
     

 11    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                             TABLE OF CONTENTS
                             -----------------
                                (Continued)
                                                                  Page
                                                                  ----
     EXHIBITS (continued)
     
          FORM OF TERM NOTE . . . . . . . . . . . . . . . . . . . . .D
     
          FORM OF REQUEST FOR TERM LOAN ADVANCE AND RATE REQUEST. . .E
     
          FORM OF FIXED RATE ELECTION . . . . . . . . . . . . . . . .F
     
          PERCENTAGES . . . . . . . . . . . . . . . . . . . . . . . .G
     
          SUBLIMIT. . . . . . . . . . . . . . . . . . . . . . . . . .H
     
          FORM OF ASSIGNMENT AGREEMENT. . . . . . . . . . . . . . . .I

 12    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                              LOAN AGREEMENT
     
     
          THIS LOAN AGREEMENT ("Agreement") is made as of the 18th day
     of July, 1994, among Comerica Bank, successor by merger to
     Manufacturers Bank, N.A., formerly known as Manufacturers National
     Bank of Detroit, NationsBank of North Carolina, N.A., formerly
     known as NCNB National Bank of North Carolina, Berliner Handels-und
     Frankfurter Bank KGaA, Signet Bank/Maryland, formerly known as
     Union Trust Company of Maryland, CoreStates Bank, N.A., formerly
     known as and continuing to do business under the name of The
     Philadelphia National Bank, Bank Hapoalim, B.M., ABN AMRO Bank N.V.
     New York Branch, Credit Lyonnais New York Branch, Meridian Bank,
     Bank Leumi le-Israel, B.M. and Credit Suisse (individually, "Bank",
     and collectively "Banks") Comerica Bank, as agent for the Banks (in
     such capacity, "Agent") and Vishay Intertechnology, Inc., a
     Delaware corporation ("Company").
     
          RECITALS:
     
          A.     Company has requested that the Banks: (i) amend, renew
     and extend to it and to additional parties designated herein as the
     "Permitted Borrowers" revolving credit in an aggregate amount of up
     to Two Hundred Million Dollars ($200,000,000), such revolving
     credit to constitute an amendment, renewal and increase of the
     revolving credit extended pursuant to that certain Amended and
     Restated Vishay Intertechnology, Inc. $170,000,000 Revolving Credit
     and Term Loan Agreement dated as of January 10, 1992, as amended
     ("Prior Loan Agreement"), executed and delivered among the Prior
     Banks (as defined below), Company and Agent, and (ii) renew
     additional credit in the form of the Term Loan (as defined below)
     in an aggregate amount of up to One Hundred Two Million Five
     Hundred Thousand Dollars ($102,500,000), previously extended by the
     Prior Banks under the Prior Loan Agreement, on the terms and
     conditions set forth herein.
     
          B.     Pursuant to the Commitment Letter (as defined below),
     the Banks are prepared to amend, renew, extend and increase such
     credit as aforesaid, but only upon the terms and conditions set
     forth in this Agreement.
     
          NOW THEREFORE, COMPANY, AGENT AND THE BANKS AGREE:
     
          1.     DEFINITIONS
     
          For the purposes of this Agreement the following terms will
     have the following meanings:
     
          1.1    "Absolute Rate" shall have the meaning ascribed to such
     term under Section 2.5(c) hereof.
     
          1.2    "Absolute Rate Bid Advance" shall mean any Bid Advance
     bearing interest at an Absolute Rate.

 13    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          1.3    "Absolute Rate Interest Period" shall mean, with
     respect to any Absolute Rate Bid Advance, the period (consisting of
     a whole number of days) commencing on (and including) the date such
     Bid Advance is made, and ending not less than seven (7) days and
     not more than thirty (30) days thereafter (but in no event later
     than the Revolving Credit Maturity Date), as selected by the
     Company in its Bid Borrowing Request.
     
          1.4    "Accumulated Funding Deficiency" shall mean an
     "accumulated funding deficiency" as defined in Section 412 of the
     Internal Revenue Code or Section 302 of ERISA.
     
          1.5    "Acquisition Loan(s)" shall mean the Non-amortizing
     Term Loan and the Bridge Loan.
     
          1.6    "Activation Fee" shall mean the fee payable by Company
     to Agent, for distribution to the Banks based on their respective
     Percentages, in connection with each activation of the Revolving
     Credit Designated Portion under Section 2.18 hereof, in the amount
     of .03125% times that portion of the Revolving Credit Designated
     Portion thereby activated.
     
          1.7    "Adjusted Total Indebtedness" shall mean, with respect
     to Company and its Consolidated Subsidiaries, as of the last day of
     any period of four consecutive fiscal quarters, the sum, without
     duplication, of (a) the average of the aggregate outstanding
     principal amounts of (i) Advances of the Revolving Credit and Bid
     Advances outstanding as of the last day of each fiscal quarter
     during such period and (ii) any other revolving credit or other
     short-term indebtedness of the Company and its Subsidiaries during
     such period outstanding as of the last day of each fiscal quarter
     during such period, (b) the aggregate outstanding principal amount
     of all long-term indebtedness of the Company and its Subsidiaries
     on such date, (c) all other interest-bearing indebtedness of the
     Company and its Subsidiaries, whether short-term or long-term, on
     such date, and (d) the aggregate amount of future minimum lease
     payments due and payable under operating leases during such period,
     in each case determined in accordance with GAAP.
     
          1.8    "Advance(s)" shall mean, as the context may indicate,
     a borrowing requested by Company or by the Permitted Borrowers, and
     made by Banks under Section 2.1 of this Agreement, or requested by
     Company and made by a Bank or Banks under Section 2.5 of this
     Agreement or requested by the Company and made by the Banks under
     Section 3.1 of this Agreement, as the case may be, including
     without limitation any readvance, refunding or conversion of such
     borrowing pursuant to Section 2.3, 2.5 or 3.9, hereof, and shall
     include, as applicable, an Absolute Rate Bid Advance, a Euro-
     currency-based Advance and a Prime-based Advance.
     
          1.9    "Affiliate" shall mean, with respect to any Person, any
     other Person or group acting in concert in respect of the Person

 14    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     that, directly or indirectly, through one or more intermediaries,
     controls, or is controlled by, or is under common control with such
     Person. For purposes of this definition, "control" (including, with
     correlative meanings, the terms "controlled by" and "under common
     control with"), as used with respect to any Person or group of
     Persons, shall mean the possession, directly or indirectly, of the
     power to direct or cause the direction of management and policies
     of such Person, whether through the ownership of voting securities
     or by contract or otherwise.
     
          1.10   "Agent" shall mean Comerica Bank, a Michigan banking
     corporation, successor by merger to Manufacturers Bank, N.A., or
     any successor appointed in accordance with Section 12.4 hereof.
     
          1.11   "Agent's Correspondent" shall mean:
     
                 (a)     for Advances in DM, Chemical Bank Frankfurt,
          Frankfurt, Germany;
     
                 (b)     for Advances in Y, Sumitomo Bank, Tokyo, Japan;
     
                 (c)     for Advances in Sterling, Barclays Bank plc.,
          London, Great Britain;
     
                 (d)     for Advances in FF, Banque Nationale de Paris,
          Paris, France;
     
                 (e)     for Advances in Eurodollars, Agent's Grand
          Cayman Branch (or for the account of said branch office, at
          Agent's main office in Detroit, Michigan, United States);
     
     or at such other bank or banks as Agent may from time to time
     designate by written notice to Company, the Permitted Borrowers and
     the Banks.
     
          1.12   "Agent's Fees" shall mean those fees and expenses
     required to be paid by Company to Agent under Section 12.8 hereof.
     
          1.13   "Alternate Base Rate" shall mean, for any day, an
     interest rate per annum equal to the Federal Funds Effective Rate
     in effect on such day, plus one-half percent (1/2%).
     
          1.14   "Alternative Currency" shall mean each of the following
     Euro-currencies, as applicable hereunder: French Francs ("FF"), Yen
     ("Y"), Deutsche Marks ("DM"), British Pounds Sterling ("Sterling")
     and, subject to availability and to the terms and conditions of
     this Agreement, such other freely convertible foreign currencies
     (which, when referred to herein or in any of the Loan Documents,
     shall be referred to using the currency codes in effect from time
     to time under ISO International Standard 4217, or any such
     successor publication or standard) as requested by the Company or

 15    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     the Permitted Borrowers and acceptable to Agent and the Banks, in
     their reasonable discretion.
     
          1.15   "Applicable Fee Percentage" shall mean, as of any date
     of determination thereof, the applicable percentage used to
     calculate the fees due and payable hereunder, determined by
     reference to the appropriate columns in the Pricing Matrix attached
     to this Agreement as Schedule 4.1.
     
          1.16   "Applicable Interest Rate" shall mean the Absolute
     Rate, the Eurocurrency-based Rate or the Prime-based Rate, as
     selected by Company or a Permitted Borrower from time to time
     subject to the terms and conditions of this Agreement, and, if
     elected by the Company pursuant to Section 3.11 hereof (with
     respect to the Term Loan), the Fixed Rate.
     
          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.
     
          1.18   "Assignment Agreement" shall have the meaning ascribed
     to such term in Section 13.8(c) hereof.
     
          1.19   "Banks" shall mean Comerica Bank, successor by merger
     to Manufacturers Bank, N.A., formerly known as Manufacturers
     National Bank of Detroit ("Comerica"), NationsBank of North
     Carolina, N.A., formerly known as NCNB National Bank of North
     Carolina ("NationsBank"), Berliner Handels-und Frankfurter Bank
     KGaA ("BHF"), Signet Bank/Maryland, formerly known as Union Trust
     Company of Maryland ("Signet"), Bank Hapoalim, B.M., CoreStates
     Bank, N.A., formerly known as and continuing to do business under
     the name of Philadelphia National Bank, ABN AMRO Bank N.V. New York
     Branch, Credit Lyonnais New York Branch ("Credit Lyonnais"),
     Meridian Bank, Bank Leumi le-Israel, B.M., Credit Suisse, and any
     assignee which becomes a Bank pursuant to Section 13.8(c) hereof. 
     
          1.20   "Bid Acknowledgment" shall have the meaning ascribed to
     such term in Section 2.5(e) hereof.
     
          1.21   "Bid Advance" shall mean any Advance under Section 2.5
     hereof, and shall include Absolute Rate Bid Advances and
     Eurocurrency Bid Advances.
     
          1.22   "Bid Borrowing Request" shall have the meaning ascribed
     to such term in Section 2.5(b) hereof.
     
          1.23   "Bid Lender(s)" shall mean each of the Banks, other
     than any Bank which notifies Company and Agent in writing (so long

 16    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     as it has no Bid Offer outstanding) that it does not wish to fund
     Bid Advances under Section 2.5 hereof.
     
          1.24   "Bid Notes" shall have the meaning ascribed to such
     term in Section 2.5(g) hereof.
     
          1.25   "Bid Offer" shall mean an offer by a Bid Lender to make
     a Bid Advance in accordance with Section 2.5(c) hereof.
     
          1.26   "Bridge Loan" shall mean the bridge loan in an
     aggregate amount not to exceed One Hundred Million Dollars
     ($100,000,000) to be advanced by the Banks to the Company pursuant
     to the Target Company Loan Agreement.
     
          1.27   "Business Day" shall mean any day on which commercial
     banks are open for domestic and international business (including
     dealings in foreign exchange) in Detroit, London, New York and
     (except with respect to any Prime-based Advances) Frankfurt am
     Main, and if funds are to be paid or made available in any
     Alternative Currency, on such day in the place where such funds are
     to be paid or made available.
     
          1.28   "Capital Expenditures" shall mean, without duplication,
     any amounts paid or accrued for a period in respect of any purchase
     or other acquisition for value of fixed or capital assets; provided
     that, in no event shall Capital Expenditures include amounts
     expended in respect of normal repair and maintenance of plant
     facilities, machinery, fixtures and other like capital assets
     utilized in the ordinary conduct of business (to the extent such
     amounts would not be capitalized in preparing a balance sheet
     determined in accordance with GAAP).
     
          1.29   "Closing Fee" shall mean the remaining installment of
     the up-front fee in the amount of $558,750 to be paid by Company to
     the Agent and distributed to the Banks pursuant to the Commitment
     Letter (and Section II of the Summary of Terms and Conditions
     attached thereto), subject to a reduction in the aggregate amount
     of $192,000 in the event, on or before the date of this Agreement
     (by written notice to Agent), Company has cancelled the Banks'
     commitments for funding the Acquisition Loans (such fee reduction
     to be allocated among the Banks in accordance with the Commitment
     Letter and the Summary of Terms and Conditions, as aforesaid).
     
          1.30   "Collateral" shall mean all property or rights in which
     a security interest, mortgage, lien or other encumbrance for the
     benefit of the Banks (but expressly excluding any and all
     guaranties) was granted or arose, under or in connection with the
     Prior Loan Agreements, or otherwise, to secure the Indebtedness.
     
          1.31   "Commitment Letter" shall mean that certain commitment
     letter dated June 28, 1994 and issued to the Company by the Agent,
     for itself and for and on behalf of the Banks, with respect to the

 17    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     credit to be amended, renewed, increased and/or extended under the
     terms and conditions of this Agreement, the DM Loan Agreement, the
     Roederstein Loan Agreement and the Target Company Loan Agreement.
     
          1.32   "Company" shall mean Vishay Intertechnology, Inc., a
     Delaware corporation.
     
          1.33   "Contractual Obligation" shall mean, as to any Person,
     any provision of any security issued by such Person or of any
     agreement, instrument or undertaking to which such Person is a
     party or by which it or any of its property is bound.
     
          1.34   "Consolidated" or "Consolidating" shall, when used with
     reference to any financial information pertaining to (or when used
     as a part of any defined term or statement pertaining to the
     financial condition of) Company and its Subsidiaries mean the
     accounts of Company and its Subsidiaries determined on a
     consolidated or consolidating basis, as the case may be, all
     determined as to principles of consolidation and, except as
     otherwise specifically required by the definition of such term or
     by such statements, as to such accounts, in accordance with GAAP,
     applied on a consistent basis and consistent with the financial
     statements, if any, as at and for the fiscal year ended December
     31, 1993.
     
          1.35   "Covenant Compliance Report" shall mean the report to
     be furnished by the Company to the Agent, on a form prescribed by
     Agent and certified by the chief financial officer of the Company
     pursuant to Section 7.3(c), hereof, as to whether the Company and
     its Subsidiaries are in compliance with the financial covenants
     contained in Sections 7.4 through 7.6, inclusive, of this
     Agreement, in which report the Company shall set forth its
     calculations and the resultant ratios or financial tests determined
     thereunder.
     
          1.36   "Current Dollar Equivalent" shall mean at any date,
     with respect to any Advance in an Alternative Currency, the amount
     of Dollars which is equivalent to the then outstanding principal
     amount of such Advance at the most favorable spot exchange rate
     determined by the Agent to be available to it for the sale of
     Dollars for such Alternative Currency at approximately 11:00 A.M.
     (Detroit time) two (2) Business Days after such date. Alternative
     Currency equivalents of Advances in Dollars (to the extent used
     herein) shall be determined by Agent in a manner consistent
     herewith.
     
          1.37   "Dale Electronics" shall mean Dale Electronics, Inc.,
     a Delaware corporation and the wholly-owned Subsidiary of Dale
     Holdings, Inc., a Delaware corporation.

 18    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          1.38   "Default" shall mean any event which, with the giving
     of notice or the passage of time, or both, would constitute an
     Event of Default under this Agreement.
     
          1.39   "Defined Contribution Plan" shall mean each Employee
     Benefit Plan (as defined in Section 3(3) of ERISA) which is an
     individual account plan or a defined contribution plan as defined
     in Section 3(34) of ERISA.
     
          1.40   "Deutsche Marks" and the sign "DM" shall mean lawful
     money of the Federal Republic of Germany.
     
          1.41   "DM Loan Agreement" shall mean that certain Amended and
     Restated Draloric/VBG DM 40,000,000 Revolving Credit and DM
     9,506,000 Term Loan Agreement, dated as of the date hereof, among
     VBG, the Banks and Agent, as amended from time to time.
     
          1.42   "DM Loan Documents" shall mean the DM Loan Agreement,
     and all notes, guaranties and other security or loan documents
     executed by VBG or any of the Permitted Borrowers pursuant to or in
     connection with the DM Loan Agreement.
     
          1.43   "DM Revolving Credit" and "DM Term Loan" shall mean the
     Revolving Credit and the Term Loan, respectively, as extended by
     the Banks to VBG pursuant to the DM Loan Documents (and as defined
     therein).
     
          1.44   "Dollar Amount" shall mean (i) with respect to each
     Advance made or carried (or to be made or carried) in Dollars, the
     principal amount thereof and (ii) with respect to each Advance made
     or carried (or to be made or carried) in an Alternative Currency,
     the amount of Dollars which is equivalent to the principal amount
     of such Advance at the most favorable spot exchange rate determined
     by the Agent to be available to it for the sale of Dollars for such
     Alternative Currency at approximately 11:00 A.M. (Detroit time) two
     (2) Business Days before such Advance is made (or to be made), as
     such Dollar Amount may be adjusted from time to time pursuant to
     Section 2.15 or 4.3 hereof. When used with respect to any
     Alternative Currency portion of an Advance being repaid or
     remaining outstanding at any time or with respect to any other sum
     expressed in an Alternative Currency, "Dollar Amount" shall mean
     the amount of Dollars which is equivalent to the principal amount
     of such Advance, or the amount so expressed in such Alternative
     Currency, at the most favorable spot exchange rate determined by
     the Agent to be available to it for the sale of Dollars for such
     Alternative Currency at the relevant time. Alternative Currency
     amounts of Advances made, carried or expressed in Dollars (to the
     extent used herein) shall be determined by Agent in a manner
     consistent herewith.
     
          1.45   "Dollars" and the sign "$" shall mean lawful money
     of the United States of America.

 19    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          1.46   "Domestic Advance" shall mean any Advance other than a
     Eurocurrency-based Advance.
     
          1.47   "Domestic Guaranty" shall mean that certain amended and
     restated guaranty agreement containing the unconditional guaranties
     of borrowings hereunder by Company and the Permitted Borrowers, by
     VBG under the DM Loan Documents, and by VBG under the Roederstein
     Loan Documents, and of borrowings by Company under the Target
     Company Loan Documents, executed and delivered by the Significant
     Domestic Subsidiaries to the Banks as of the date hereof, as
     amended from time to time.
     
          1.48   "Domestic Subsidiaries" shall mean those Subsidiaries
     of the Company which are chartered or incorporated under the laws
     of the United States of America, or any state, territory,
     possession or any political subdivision thereof.
     
          1.49   "Draloric" shall mean Draloric Electronic, GmbH, a
     German corporation, formerly known as Vishay Electronic, GmbH.
     
          1.50   "EBITDA" shall mean, of any Person, for any period, the
     Net Income of such Person for such period adjusted to exclude,
     without duplication, the following items of income or expense to
     the extent that such items are included in the calculation of such
     Net Income all on a consolidated basis:  (a) Interest Expense, (b)
     any non-cash expenses and charges, (c) total income tax expense,
     (d) depreciation expense, (e) the expense associated with
     amortization of intangible and other assets, (f) non-cash
     provisions for reserves for discontinued operations, (g) any
     extraordinary, unusual or non-recurring gains or losses or charges
     or credits, (h) any gain or loss associated with the sale or write-
     down of assets and (i) any gain or loss accounted for by the equity
     method of accounting (except in the case of income to the extent of
     the amount of cash dividends or cash distributions paid to the
     Company or any Subsidiary by the entity accounted for by the equity
     method of accounting).
     
          1.51   "Environmental Auditors" shall mean, when selected or
     retained by the Company, such counsel, engineering or testing firms
     or other experienced, reputable environmental consultants
     reasonably acceptable to Agent and the Banks, and when selected or
     retained by Agent hereunder, such counsel, engineering or testing
     firms or other experienced, reputable environmental consultants
     satisfactory to Agent and the Banks.
     
          1.52   "Environmental Audits" shall mean environmental audits
     covering each parcel of real property located in the United States
     of America and owned by the Target Company on the date of closing
     under the Stock Purchase Agreement and also covering all
     environmental claims or liabilities of or affecting the Seller
     under Hazardous Material Laws of the United States of America,
     generally, which, upon the Target Company Acquisition, could affect

 20    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     the Company or any of its Subsidiaries, such audits to be performed
     by the Environmental Auditors, disclosing, in each case (other than
     as approved in writing by Agent and the Banks subsequent to the
     date hereof), no environmental condition for which material
     remedial action could be required by any governmental agency and no
     material violation of Hazardous Material Laws, and otherwise in
     form and substance satisfactory to Agent and the Banks.
     
          1.53   "Equity Offering" shall mean the issuance and sale for
     cash, on or after the date hereof, by Company or any of its
     Subsidiaries of additional capital stock or other equity interests.
     
          1.54   "ERISA" shall mean the Employee Retirement Income
     Security Act of 1974, as amended, or any successor act or code, and
     the regulations in effect from time to time thereunder.
     
          1.55   "ERISA Affiliate" shall mean any trade or business
     (whether or not incorporated) which is under common control with
     the Company within the meaning of Section 4001 of ERISA or is part
     of a group which includes the Company and would be treated as a
     single employer under Section 414 of the Internal Revenue Code, and
     any Domestic Subsidiary.
     
          1.56   "Eurocurrency Adjusted Rate" shall mean the quotient
     of:
     
                 (i)     the per annum interest rate at which Agent's
                         Eurocurrency Lending Office (or with respect
                         to a Bid Advance, if applicable, the
                         Eurocurrency Lending Office of the applicable
                         Bid Lender funding such Bid Advance) offers
                         deposits in the relevant eurocurrency to
                         United States regional prime banks in the
                         eurocurrency market in an amount comparable to
                         the relevant Eurocurrency-based Advance and
                         for a period equal to the relevant
                         Eurocurrency-Interest Period at approximately
                         11:00 A.M. Detroit time (or, in the case of a
                         Bid Advance, local time of the applicable Bid
                         Lender) two (2) Business Days prior to the
                         first day of such Eurocurrency-Interest
                         Period, divided by
     
                 (ii)    a percentage equal to 100% minus the maximum
                         rate on such date at which Agent (or, in the
                         case of a Bid Advance, the applicable Bid
                         Lender) is required to maintain reserves on
                         `Eurocurrency Liabilities' as defined in and
                         pursuant to Regulation D of the Board of
                         Governors of the Federal Reserve System or, if
                         such regulation or definition is modified, and
                         as long as Agent (or, in the case of a Bid

 21    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                         Advance, the applicable Bid Lender) is
                         required to maintain reserves against a
                         category of liabilities which includes
                         eurocurrency deposits or includes a category
                         of assets which includes eurocurrency loans,
                         the rate at which such reserves are required
                         to be maintained on such category,
     
     such sum to be rounded upward, if necessary, to the nearest whole
     multiple of 1/16th of 1%.
     
          1.57   "Eurocurrency Bid Advance" shall mean any Bid Advance
     bearing interest at the Eurocurrency-based Rate.
     
          1.58   "Eurocurrency Bid Margin" shall have the meaning
     ascribed to such term in Section 2.5(c) hereof.
     
          1.59   "Eurocurrency-based Advance" shall mean any Advance
     (including a Bid Advance) which bears interest at the Eurocurrency-
     based Rate.
     
          1.60   "Eurocurrency-based Rate" shall mean a per annum
     interest rate which is the Applicable Margin (subject in each case,
     if applicable, to adjustment under Section 4.1 hereof) above (or
     below) the Eurocurrency Adjusted Rate. 
     
          1.61   "Eurocurrency-Interest Period" shall mean an Interest
     Period of one, two, three or six months (or, with respect to
     Advances of the Revolving Credit, any lesser or greater number of
     days agreed to in advance by Company, Agent and the Banks) as
     selected by Company or by a Permitted Borrower, as applicable, for
     a Eurocurrency-based Advance pursuant to Section 2.3 hereof, or as
     offered by a Bid Lender and selected by Company pursuant to Section
     2.5 hereof or as selected by Company for a Eurocurrency-based
     Advance pursuant to Section 3.10 hereof.
     
          1.62   "Eurocurrency Lending Office" shall mean, (a) with
     respect to the Agent, Agent's office located at its Grand Caymans
     Branch or such other branch of Agent, domestic or foreign, as it
     may hereafter designate as its Eurocurrency Lending Office by
     notice to Company, the Permitted Borrowers and the Banks and (b) as
     to each of the Banks, the office, branch or affiliate of such Bank
     as it may hereafter designate as its Eurocurrency Lending Office by
     written notice to Company and Agent.
     
          1.63   "Event of Default" shall mean each of the Events of
     Default specified in Section 9.1 hereof.
     
          1.64   "Excess Cash Flow" shall mean for any fiscal year
     (using the terms contained in the Company's Consolidated financial
     statements for its fiscal year ending December 31, 1993 and the
     sources and uses statement contained in Company's 10-K Report filed

 22    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     with the Federal Securities and Exchange Commission in respect of
     such period), net cash provided by operating activities for such
     fiscal year, less purchase of property and equipment for such
     fiscal year, less principal payments on long-term debt for such
     fiscal year (including all principal payments based on Excess Cash
     Flow made on the Term Loan under Section 3.4 hereof, on the
     Roederstein Term Loan under the Roederstein Loan Agreement or on
     the Non-Amortizing Term Loan under the Target Company Loan
     Agreement, if any, during such fiscal year, but excluding all
     payments on the Revolving Credit, the revolving credit advanced to
     VBG under the DM Loan Agreement or any other revolving loan
     facility utilized at any time by Company or any of its
     Subsidiaries), all calculated based upon Company's annual
     Consolidated financial statements required to be delivered to Agent
     and the Banks under Section 7.3(b) hereof.
     
          1.65   "Federal Funds Effective Rate" shall mean, for any day,
     a fluctuating interest rate per annum equal to the weighted average
     of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for
     the next preceding Business Day) by the Federal Reserve Bank of New
     York, or, if such rate is not so published for any day which is a
     Business Day, the average of the quotations for such day on such
     transactions received by Agent from three Federal funds brokers of
     recognized standing selected by it.
     
          1.66   "Fees" shall mean the Revolving Credit Commitment Fee,
     the Revolving Credit Facility Fee, the Closing Fee, the Activation
     Fee and the Agent's Fees.
     
          1.67   "Fixed Charge Coverage Ratio" shall mean a ratio, (i)
     the numerator of which shall be equal to the Operating Income plus
     depreciation and amortization (determined in accordance with GAAP),
     minus Capital Expenditures during the preceding 12 months (or, for
     any period shorter than 12 months, minus Capital Expenditures over
     the preceding 12 months divided by 12, times the number of months
     in such shorter period) and (ii) the denominator of which shall be
     the Interest Expense of such entity for such period.
     
          1.68   "Fixed Rate" shall mean the per annum fixed rate of
     interest for the Term Loan established by the Agent under Section
     3.11 hereof, such rate to be based on (a) an average of the funding
     cost of each of the Reference Banks on that date which is three (3)
     Business Days prior to the effective date of the Company's election
     of the Fixed Rate Option (subject to Section 3.11 hereof), as
     determined by each such Reference Bank in the interbank swap market
     for the weighted average life of the Term Loan then remaining, plus
     (b) the Applicable Margin which would then be in effect for
     Eurocurrency-based Rate Advances of the Term Loan if the Company
     had selected such rate, subject to any applicable margin adjustment
     under Section 4.1 hereof, giving immediate effect thereto based on

 23    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     the most current quarterly financial statement delivered by the
     Company under Section 7.3(b) or 7.3(c) hereof, as the case may be.
     
          1.69   "Fixed Rate Option" shall mean the Company's right,
     subject to and in accordance with Section 3.11 hereof, to elect the
     Fixed Rate as the Applicable Interest Rate for the Term Loan.
     
          1.70   "Fixed Rate Election" shall mean the Company's written
     election of the Fixed Rate as the Applicable Interest Rate for the
     Term Loan, submitted by the Company under Section 3.11 hereof, in
     the form attached hereto as Exhibit "F."
     
          1.71   "Foreign Subsidiaries" shall mean all of the Company's
     Subsidiaries other than the Domestic Subsidiaries.
     
          1.72   "GAAP" shall mean generally accepted accounting
     principles in the United States of America, as in effect from time
     to time, applied on a consistent basis.
     
          1.73   "Guaranties" shall mean the Vishay Guaranty, the
     Domestic Guaranty, and the Permitted Borrowers Guaranty.
     
          1.74   "Hazardous Material" shall mean and include any
     hazardous, toxic or dangerous waste, substance or material defined
     as such in (or for purposes of) the Hazardous Material Laws.
     
          1.75   "Hazardous Material Law(s)" shall mean all laws, codes,
     ordinances, rules, regulations, orders, decrees and directives
     issued by any federal, state, local, foreign or other governmental
     or quasi-governmental authority or body (or any agency,
     instrumentality or political subdivision thereof) pertaining to
     Hazardous Material on or about any Material Property or any portion
     thereof including, without limitation, those relating to soil,
     surface, subsurface ground water conditions and the condition of
     the ambient air; any so-called "superfund" or "superlien" law; and
     any other federal, state, foreign or local statute, law, ordinance,
     code, rule, regulation, order or decree regulating, relating to, or
     imposing liability or standards of conduct concerning, any
     hazardous, toxic or dangerous waste, substance or material, as now
     or at any time hereafter in effect.
     
          1.76   "Hereof", "hereto", "hereunder" and similar terms shall
     refer to this Agreement and not to any particular paragraph or
     provision of this Agreement.
     
          1.77   "HLT Determination" shall mean any determination by the
     Agent or by the Majority Banks, or by applicable federal or state
     regulatory authorities (including without limitation any central
     bank or other governmental body having jurisdiction over any of the
     Banks) that the Indebtedness (or any specific loan facility or
     portion thereof pursuant to this Agreement or the other Loan
     Agreements) would be classified as a "highly-leveraged transaction"

 24    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     or an "HLT" under applicable federal or state law, regulations or
     guidelines in effect from time to time, provided that (a), with any
     determination of HLT status by Agent or the Majority Banks, Agent
     shall have given Company not less than thirty (30) days prior
     written notice of such determination, accompanied by a certificate
     setting forth the basis for such determination (which shall be
     presumed correct absent manifest error) and (b) with respect to any
     determination of HLT status by a federal or state regulatory
     authority, Agent shall have given written notice thereof to
     Company, accompanied by a copy of such determination (if in
     writing).
     
          1.78   "Indebtedness" shall mean all indebtedness and
     liabilities, whether direct or indirect, absolute or contingent,
     owing by Company or any of the Permitted Borrowers to the Banks (or
     any of them) or to the Agent, in any manner and at any time, under
     this Agreement or the Loan Documents, whether evidenced by the
     Notes, arising under the DM Loan Agreement (or any promissory notes
     issued thereunder), the Roederstein Loan Agreement (or any
     promissory notes issued thereunder), the Target Company Loan
     Agreement (or any promissory notes issued thereunder), the Vishay
     Guaranty, the Domestic Guaranty, the Permitted Borrowers Guaranty,
     or otherwise, due or hereafter to become due, now owing or that may
     hereafter be incurred by the Company, any of the Permitted
     Borrowers or any of the Subsidiaries to, or acquired by, the Banks
     (or any of them) or by Agent, and any judgments that may hereafter
     be rendered on such indebtedness or any part thereof, with interest
     according to the rates and terms specified, or as provided by law,
     and any and all consolidations, amendments, renewals, replacements
     or extensions of any of the foregoing.
     
          1.79   "Intercompany Loan" shall mean any loan (or advance in
     the nature of a loan) by the Company or any 100% Subsidiary to
     another 100% Subsidiary, provided that each such loan or advance is
     subordinated in right of payment and priority to the Indebtedness
     on terms and conditions satisfactory to Agent and the Majority
     Banks.
     
          1.80   "Intercompany Loans, Advances or Investments" shall
     mean any Intercompany Loan, and any advance or investment by the
     Company or any 100% Subsidiary (including without limitation any
     guaranty of obligations or indebtedness to third parties) to or in
     another 100% Subsidiary.
     
          1.81   "Interest Expense" shall mean, for any person and with
     respect to any period, the sum of the amount of interest paid or
     accrued in respect of such period, determined in accordance with
     GAAP.
     
          1.82   "Interest Period" shall mean either an Absolute Rate
     Interest Period or a Eurocurrency-Interest Period commencing on the
     day an Absolute Rate Bid Advance or a Eurocurrency-based Advance,

 25    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     as the case may be, is made, or on the effective date of an
     election of the Absolute Rate under Section 2.5 hereof or the
     Eurocurrency-based Rate made under Section 2.3, 2.5 or 3.9, hereof,
     provided that:
     
                 (a)     any Interest Period which would otherwise end
          on a day which is not a Business Day shall be extended to the
          next succeeding Business Day, except that as to a
          Eurocurrency-Interest Period, if the next succeeding Business
          Day falls in another calendar month, the Eurocurrency-Interest
          Period shall end on the next preceding Business Day, and when
          a Eurocurrency-Interest Period begins on a day which has no
          numerically corresponding day in the calendar month during
          which such Eurocurrency-Interest Period is to end, it shall
          end on the last Business Day of such calendar month, and
     
                 (b)     no Interest Period shall extend beyond the then
          effective maturity date of the Note or Notes to which such
          Interest Period is to apply.
     
          1.83   "Internal Revenue Code" shall mean the Internal Revenue
     Code of 1986, as amended from time to time, and the regulations
     promulgated thereunder.
     
          1.84   "Joint Venture" shall mean any corporation,
     partnership, association, joint stock company, business trust or
     other combined enterprise, other than a Consolidated Subsidiary, in
     which (or to which) the Company or any of its Subsidiaries has made
     a loan, investment or advance or has an ownership stake or
     interest, whether in the nature of Share Capital or otherwise.
     
          1.85   "Leverage Ratio" shall mean, with respect to the
     Company and its Consolidated Subsidiaries, as of the last day of
     any period of four consecutive fiscal quarters, the ratio of (a)
     Adjusted Total Indebtedness of the Company and its Consolidated
     Subsidiaries as of such day to (b) EBITDA of the Company and its
     Consolidated Subsidiaries for such period.
     
          1.86   "Lien" shall mean any pledge, assignment,
     hypothecation, mortgage, security interest, deposit arrangement,
     option, trust receipt, conditional sale or title retaining
     contract, sale and leaseback transaction, or any other type of
     lien, charge or encumbrance, whether based on common law, statute
     or contract.
     
          1.87   "Loan Agreements" shall mean this Agreement, the DM
     Loan Agreement, the Roederstein Loan Agreement and the Target
     Company Loan Agreement.
     
          1.88   "Loan Documents" shall mean collectively, this
     Agreement, the Notes, the Guaranties, the DM Loan Documents, the
     Roederstein Loan Documents, the Target Company Loan Documents and

 26    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     any other documents, instruments or agreements executed pursuant to
     or in connection with any such document, this Agreement, the DM
     Loan Agreement, the Roederstein Loan Agreement, or the Target
     Company Loan Agreement, as such documents may be amended from time
     to time.
     
          1.89   "Majority Banks" shall mean at any time Banks holding
     66-2/3% of the aggregate principal amount of the Indebtedness then
     outstanding under this Agreement and the other Loan Documents
     (excluding any Bid Notes issued under this Agreement or the DM Loan
     Agreement except upon the occurrence and during the continuance of
     an Event of Default, provided that Indebtedness under any such Bid
     Notes shall not be included for purposes of Section 9.2(w) hereof),
     or, if no such Indebtedness is then outstanding, Banks holding 66-
     2/3% of the Percentages.
     
          1.90   "Material Property" shall mean any property, whether
     personal or real, owned, leased or otherwise used by the Company or
     any of its Subsidiaries or the Permitted Borrowers which is
     material to the operations of the Company and its Subsidiaries,
     taken as a whole, or which is material to the operations of Company
     or any of the Significant Subsidiaries.
     
          1.91   "Moody's Rating" shall mean the rating by Moody's
     Investors Services, Inc. (or any successor thereto) ("Moody's") of
     Company's long-term, senior unsecured debt.
     
          1.92   "Multiemployer Plan" shall mean any Pension Plan which
     is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
     
          1.93   "Net Income" shall mean for any period the net income
     (or the net deficit if expenses and charges exceed revenues and
     other proper income credits) for such period taken as one
     accounting period, determined in the following manner:
     
                 (a)     The gross revenues and other proper income
          credits shall be computed for such period determined in
          accordance with GAAP, provided that in any event there shall
          not be included in such gross revenues and income credits any
          of the following items: (i) any proceeds of any insurance
          policy or (ii) any gain arising from any write-up of assets or
          from the acquisition or retirement or sale of securities of
          any corporation or any other gain of an extraordinary nature.
     
                 (b)     From the amount of such gross revenues and
          other proper income credits for such period determined as
          provided in the preceding clause (a) there shall be deducted
          an amount equal to the aggregate of all expenses and other
          proper income charges for such period determined in accordance
          with GAAP (provided, however, that there shall be no deduction
          in respect of compensation expense for employee stock options
          which would otherwise be required under GAAP pursuant to

 27    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          currently proposed or subsequently enacted FASB rules or the
          federal Securities and Exchange Commission), but in any event
          including (without in any respect limiting the generality of
          the foregoing) the following items: (i) all interest and
          rental charges; (ii) amortization of debt discount and expense
          and amortization of all other deferred charges properly
          subject to amortization; (iii) provision for all taxes in
          respect of property and in respect of revenues, income, excess
          profits or otherwise; (iv) provision for all contingency
          reserves, whether general or special; and (v) provision for
          depreciation, depletion, obsolescence and/or amortization
          (including depreciation and amortization of leasehold
          improvements) in amounts in the aggregate not less than those
          actually charged on its books and, if not yet actually charged
          on such books, then in amounts not less than the amounts which
          would be charged in accordance with GAAP.
     
          1.94   "Net Income Adjustment" shall mean that amount to be
     added to the Tangible Net Worth Floor under Section 7.4A and 7.4B
     hereof consisting of fifty percent (50%) of Company's Consolidated
     Net Income for each of Company's fiscal years ending on and after
     December 31, 1997 (in each case, if a positive number), on a
     cumulative basis.
     
          1.95   "New Banks" shall mean Credit Lyonnais and Credit
     Suisse.
     
          1.96   "Non-Amortizing Term Loan" shall mean that certain non-
     amortizing term loan in an aggregate amount not to exceed One
     Hundred Million Dollars ($100,000,000) to be advanced by the Banks
     to the Company pursuant to the Target Company Loan Agreement.
     
          1.97   "Notes" shall mean the Revolving Credit Notes, the Bid
     Notes or the Term Notes, or any or all of the Revolving Credit
     Notes, the Bid Notes and the Term Notes, as the context indicates,
     and in the absence of such indication, all such notes.
     
          1.98   "Operating Income" shall mean, for any period, the sum
     of (i) Net Income, (ii) the net of interest income and Interest
     Expense and (iii) the provision for all taxes in respect of
     revenues, income or excess profits, all determined in accordance
     with GAAP.
     
          1.99   "PBGC" shall mean the Pension Benefit Guaranty
     Corporation under ERISA, or any successor corporation.
     
          1.100  "Pension Plan(s)" shall mean all employee pension
     benefit plans of Company, any ERISA Affiliate or the Permitted
     Borrowers, as defined in Section 3(2) of ERISA.
     
          1.101  "Percentage" shall mean, with respect to any Bank, its
     percentage share, as set forth on Exhibit "G", hereto, of the

 28    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Revolving Credit, and/or the Term Loan, as the context indicates,
     as such Exhibit may be revised from time to time by Agent in
     accordance with Section 13.8(d) hereof.
     
          1.102  "Permitted Borrower(s)" shall mean VBG and Draloric;
     provided however that the aggregate Advances of the Revolving
     Credit available to Company and the Permitted Borrowers hereunder
     shall be subject at all times to the applicable Sublimit and to the
     Revolving Credit Maximum Amount and to the other terms and
     conditions hereof.
     
          1.103  "Permitted Borrowers Guaranty" shall mean that certain
     unconditional guaranty of the Indebtedness of the Permitted
     Borrowers hereunder, of VBG under the DM Loan Documents, and of VBG
     under the Roederstein Loan Documents, executed and delivered by the
     Significant Foreign Subsidiaries to the Banks as of the date
     hereof, as amended from time to time.
     
          1.104  "Permitted Company Encumbrances" shall mean, in
     addition to Permitted Encumbrances, those liens and encumbrances of
     the Company identified in Schedule 1.104, hereto.
     
          1.105  "Permitted Currencies" shall mean Dollars or any
     Alternative Currency.
     
          1.106  "Permitted Encumbrances" shall mean, with respect to
     any Person:
     
                 (a)     the liens and encumbrances granted under or
          established by this Agreement or the Loan Documents;
     
                 (b)     liens for taxes not yet due and payable or
          which are being contested in good faith by appropriate
          proceedings diligently pursued, provided that such provision
          for the payment of all such taxes known to such Person has
          been made on the books of such Person as may be required by
          GAAP;
     
                 (c)     mechanics', materialmen's, banker's, carriers',
          warehousemen's and similar liens and encumbrances arising in
          the ordinary course of business and securing obligations of
          such Person that are not overdue for a period of more than 60
          days or are being contested in good faith by appropriate
          proceedings diligently pursued, provided that in the case of
          any such contest (i) any proceedings commenced for the
          enforcement of such liens and encumbrances shall have been
          duly suspended; and (ii) such provision for the payment of
          such liens and encumbrances has been made on the books of such
          Person as may be required by GAAP;
     
                 (d)     liens arising in connection with worker's
          compensation, unemployment insurance, old age pensions

 29    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          (subject to the applicable provisions of this Agreement) and
          social security benefits which are not overdue or are being
          contested in good faith by appropriate proceedings diligently
          pursued, provided that in the case of any such contest (i) any
          proceedings commenced for the enforcement of such liens shall
          have been duly suspended; and (ii) such provision for the
          payment of such liens has been made on the books of such
          Person as may be required by GAAP; and
     
                 (e) (i) liens incurred in the ordinary course of
          business to secure the performance of statutory obligations
          arising in connection with progress payments or advance
          payments due under contracts with the United States or any
          foreign government or any agency thereof entered into in the
          ordinary course of business and (ii) liens incurred or
          deposits made in the ordinary course of business to secure the
          performance of statutory obligations, bids, leases, fee and
          expense arrangements with trustees and fiscal agents and other
          similar obligations (exclusive of obligations incurred in
          connection with the borrowing of money, any lease-purchase
          arrangements or the payment of the deferred purchase price of
          property), provided that full provision for the payment of all
          such obligations set forth in clauses (i) and (ii) has been
          made on the books of such Person as may be required by GAAP;
          and
     
                 (f)     any minor imperfections of title, including but
          not limited to easements, covenants, rights-of-way or other
          similar restrictions, which, either individually or in the
          aggregate do not materially adversely affect the present or
          future use of the property to which they relate, which would
          have a material adverse effect on the sale or lease of such
          property, or which would render title thereto unmarketable.
     
          1.107  "Permitted Encumbrances of the Subsidiaries" shall
     mean, in addition to Permitted Encumbrances, those liens and
     encumbrances of the Subsidiaries identified in Schedule 1.107,
     hereto.
     
          1.108  "Permitted Transfer" shall mean (i) any disposition of
     inventory or worn out or obsolete machinery, equipment or other
     such personal property in the ordinary course of business, (ii) any
     transfer by Company or its Subsidiaries to Vishay Israel or its
     wholly-owned direct subsidiaries of machinery and equipment
     acquired from Sprague Technologies, Inc., or Sprague Electric
     Company, Inc. (and/or the subsidiaries or affiliates of such
     parties) in the amount (valued on the basis of the book value of
     such property on the date of acquisition thereof) of up to Fifteen
     Million Dollars ($15,000,000) in the aggregate with all other such
     transfers (subsequent to such acquisition); (iii) any transfer by
     VBG, Draloric or Roederstein to Vishay Israel or its wholly-owned
     direct subsidiaries of machinery and equipment acquired pursuant to

 30    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     the Company's acquisition of Roederstein in the amount (valued on
     the basis of the book value of such property as of September 30,
     1992) of up to DM 20,000,000 (or the Current Dollar Equivalent
     thereof) in the aggregate with all other such transfers (subsequent
     to such acquisition) and (iv) any transfer by the Company or its
     Subsidiaries to Vishay Israel or its wholly-owned direct
     subsidiaries of machinery and equipment acquired pursuant to the
     Target Company Acquisition in the amount (valued on the basis of
     the book value of such property on the date of the Target Company
     Acquisition) of up to Fifteen Million Dollars ($15,000,000) in the
     aggregate with all other such transfers (subsequent to such
     acquisition); provided that, both before and after any such
     transfer), no Default or Event of Default (whether or not related
     to such transfer, has occurred and is continuing under this
     Agreement or any of the other Loan Documents.
     
          1.109  "Permitted Transferee" shall mean a "Permitted
     Transferee" as defined in the Company's current Certificate of
     Incorporation, and any subsequent amendment of the definition of
     such term approved by the Majority Banks.
     
          1.110  "Person" shall mean an individual, corporation,
     partnership, trust, incorporated or unincorporated organization,
     joint venture, joint stock company, or a government or any agency
     or political subdivision thereof or other entity of any kind.
     
          1.111  "Prime Rate" shall mean the per annum interest rate
     established by Agent 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 Agent at any such time.
     
          1.112  "Prime-based Advance" shall mean an Advance which bears
     interest at the Prime-based Rate.
     
          1.113  "Prime-based Rate" shall mean that rate of interest
     which is the greater of (i) the Prime Rate or (ii) the Alternate
     Base Rate, plus in each case the Applicable Margin (subject in each
     case, if applicable, to adjustment under Section 4.1 hereof).
     
          1.114  "Prior Agreements" shall mean the Prior Loan Agreement,
     the Prior DM Agreement and the Prior Roederstein Agreement.
     
          1.115  "Prior Banks" shall mean the Banks, other than the New
     Banks.
     
          1.116  "Prior DM Agreement" shall mean that certain Amended
     and Restated Draloric Electronic, GmbH DM 42,375,000 Revolving
     Credit and DM 57,036,000 Term Loan Agreement dated as of January
     10, 1992 among VBG, the Prior Banks and Agent, as amended, which
     loan agreement has been amended and restated in its entirety by the
     DM Loan Agreement.

 31    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          1.117  "Prior Loan Agreement" shall mean that certain Amended
     and Restated Vishay Intertechnology, Inc. $170,000,000 Revolving
     Credit and Term Loan Agreement dated as of January 10, 1992 among
     Company, the Prior Banks and Agent, as amended, which Prior Loan
     Agreement is amended and restated in its entirety by this
     Agreement.
     
          1.118  "Prior Roederstein Agreement" shall mean that certain
     Roederstein DM 104,315,990.20 Term Loan Agreement dated as of
     January 29, 1993 among Company, VBG, the Prior Banks and Agent, as
     amended, which loan agreement has been amended and restated in its
     entirety by the Roederstein Loan Agreement.
     
          1.119  "Prohibited Transaction" shall mean any transaction
     involving a Pension Plan which constitutes a "prohibited
     transaction" under Section 406 of ERISA or Section 4975 of the
     Internal Revenue Code.
     
          1.120  "Rating Level" shall mean Rating Level 1, 2, 3 or 4 as
     then in effect hereunder.
     
          1.121  "Rating Level 1" shall mean an S & P rating of BBB+ (or
     higher) and a Moody's rating of Baa1 (or higher).
     
          1.122  "Rating Level 2" shall mean an S & P rating of BBB (or
     higher) and a Moody's rating of Baa2 (or higher).
     
          1.123  "Rating Level 3" shall mean an S & P rating of BBB- (or
     higher) and a Moody's rating of Baa3 (or higher).
     
          1.124  "Rating Level 4" shall mean the rating level (if any)
     which exists whenever the Company does not qualify for Rating Level
     1, Rating Level 2 or Rating Level 3.
     
          1.125  "Reference Banks" shall mean Comerica, NationsBank and
     BHF, or such other Banks as may be agreed to constitute the
     "Reference Banks" by Company, Agent and the Majority Banks.
     
          1.126  "Request for Advance" shall mean a Request for Advance
     issued by Company or by one of the Permitted Borrowers and
     countersigned by the Company under Section 2.3 of this Agreement in
     the form annexed hereto as Exhibit "A".
     
          1.127  "Request for Term Loan Advance and Rate Request" shall
     mean a Request for an Advance of the Term Loan issued by the
     Company under Section 3.9 of this Agreement in the form annexed
     hereto as Exhibit "E".
     
          1.128  "Required Consummation Date" shall mean July 29, 1994,
     or such later date as may be approved in writing by each of the
     Banks.

 32    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          1.129  "Revalidation Date" shall mean the last day of the
     calendar quarter which ends at least sixty (60) days following the
     date of the Target Company Acquisition.
     
          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 Two Hundred Million
     Dollars ($200,000,000).
     
          1.131  "Revolving Credit Aggregate Commitment" shall mean, as
     of the applicable date of determination, the Revolving Credit
     Maximum Amount minus the Revolving Credit Designated Portion.
     
          1.132  "Revolving Credit Commitment Fee" shall mean the
     commitment fee payable to Agent for distribution to the Banks
     pursuant to Section 2.14, hereof.
     
          1.133  "Revolving Credit Designated Portion" shall mean that
     portion of the Revolving Credit Aggregate Commitment, not to exceed
     One Hundred Million Dollars ($100,000,000) in the aggregate
     (subject to reduction under Section 2.16 hereof), designated by
     Company as not immediately available for borrowing hereunder in
     accordance with and subject to Section 2.17 hereof.
     
          1.134  "Revolving Credit Facility Fee" shall mean the facility
     fee payable to Agent for distribution to the Banks pursuant to
     Section 2.13 hereof.
     
          1.135  "Revolving Credit Maturity Date" shall mean the earlier
     to occur of (i) December 31, 1997, as such date may be extended
     from time to time pursuant to Section 2.19 hereof, and (ii) the
     date on which the Revolving Credit Maximum Amount shall be
     terminated pursuant to Section 2.16 or 9.2 hereof.
     
          1.136  "Revolving Credit Maximum Amount" shall mean Two
     Hundred Million Dollars ($200,000,000), less any reductions in the
     Revolving Credit Maximum Amount under Section 2.16 hereof.
     
          1.137  "Revolving Credit Notes" shall mean the Notes described
     in Section 2.1, hereof, made or to be made by Company or the
     Permitted Borrowers to each of the Banks in the form annexed to
     this Agreement as Exhibit "B-1" or "B-2", as the case may be, as
     such Notes may be amended, renewed, replaced or extended from time
     to time.
     
          1.138  "Roederstein" shall mean Roederstein Spezialfabriken
     fur Bauelemente der Elektronik und Kondensatoren der
     Starkstromtechnik GmbH, a German corporation.
     
          1.139  "Roederstein Loan Agreement" shall mean that certain
     Roederstein DM 104,315,990.20 Term Loan Agreement dated as of the

 33    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     date hereof, among Company, VBG, the Banks and Agent, as amended
     from time to time.
     
          1.140  "Roederstein Loan Documents" shall mean the Roederstein
     Loan Agreement and all notes, and other loan documents (or any
     assignments thereof) executed by Company, VBG or any of its
     Subsidiaries pursuant to or in connection with the Roederstein Loan
     Agreement, as such documents may be amended from time to time.
     
          1.141  "Seller" shall mean Thomas & Betts Corporation, a New
     Jersey Corporation.
     
          1.142  "S & P Rating" shall mean the rating by Standard &
     Poor's Corporation (or any successor thereto) ("S&P") of Company's
     long-term, senior unsecured debt.
     
          1.143  "Shares", "share capital", "capital stock", "stock" and
     words of similar import shall mean and refer to the equity capital
     interest under applicable law of any Person in a corporation,
     howsoever such interest is created or arises, whether such capital
     consists of common stock, preferred stock or preference shares, or
     other stock, and whether such capital is evidenced by a
     certificate, share register entry or otherwise.
     
          1.144  "Significant Domestic Subsidiaries" shall mean those
     Domestic Subsidiaries identified on Schedule 1.144 hereto.
     
          1.145  "Significant Foreign Subsidiaries" shall mean those
     Foreign Subsidiaries identified on Schedule 1.145 hereto.
     
          1.146  "Significant Subsidiaries" shall mean the Significant
     Domestic Subsidiaries and the Significant Foreign Subsidiaries.
     
          1.147  "Single Employer Plan" shall mean any Pension Plan
     other than a Multiemployer Plan.
     
          1.148  "Stockholder's Equity" shall mean (i) legal capital
     consisting of common or preferred stock, (ii) paid-in capital to
     the extent of the excess over par or stated value paid for capital
     stock and that created by a corporate readjustment and (iii)
     retained earnings consisting of cumulative Net Income reduced by
     dividends declared or paid.
     
          1.149  "Stock Option Plan" shall mean that certain 1986
     Employee Stock Plan of Dale Electronics, adopted by the Board of
     Directors of Dale Electronics on February 27, 1986, and approved by
     the Board of Directors of the Company on February 27, 1986,
     pursuant to which Dale Electronics may, so long as no Default or
     Event of Default shall have occurred and be continuing, distribute
     stock in the Company to certain of the executive officers and
     employees of Dale Electronics and the Company, as such plan may be
     amended from time to time.

 34    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          1.150  "Stock Option Plan Debt" shall mean indebtedness issued
     by Dale Electronics to the Company in exchange for stock in the
     Company to be distributed pursuant to the Stock Option Plan,
     provided that (i) no payments of principal or interest may be made
     under such indebtedness so long as this Agreement or any of the
     Loan Documents remains outstanding, and (ii) such indebtedness
     shall be subordinated to the Indebtedness in all respects.
     
          1.151  "Stock Purchase Agreement" shall mean that certain
     Stock Purchase Agreement entered into between Seller (and certain
     of its subsidiaries), as sellers, and the Company, as purchaser,
     dated as of July 12, 1994, as amended (subject to the terms
     hereof), from time to time.
     
          1.152  "Sublimit" shall mean the maximum aggregate amount of
     Advances of the Revolving Credit available at any time to each of
     the Permitted Borrowers hereunder, as set forth on Exhibit "H"
     hereto.
     
          1.153  "Subsidiary(ies)" shall mean any other corporation,
     association, joint stock company, or business trust of which more
     than fifty percent (50%) of the outstanding voting stock is owned
     either directly or indirectly by Company or one or more of its
     Subsidiaries or by Company and one or more of its Subsidiaries, or
     the management of which is otherwise controlled, directly, or
     indirectly through one or more intermediaries, or both, by Company
     and/or its Subsidiaries. "100% Subsidiary(ies)" shall mean any of
     the Company's Subsidiaries whose stock (other than directors' or
     qualifying shares to the extent required under applicable law) is
     owned 100% by any other 100% Subsidiary and/or the Company, and
     shall also include Vishay Israel.
     
          1.154  "Tangible Net Worth" shall mean as at the time any
     determination thereof is to be made, the total of all assets
     appearing on a balance sheet of such entity prepared in accordance
     with GAAP, after adding thereto (a) the Interest Expense for the
     applicable period which has been accrued, but not paid, and (b) any
     unearned deferred compensation resulting from stock compensation
     plans for the Company and its Subsidiaries and, following the
     Target Company Acquisition, the Target Company and its Subsidiaries
     (provided that such plans are substantially similar to the stock
     compensation plans in effect at the Company and Dale Electronics as
     of the date hereof), excluding the effects of the currency
     translation adjustment and of the pension adjustment under the
     additional minimum liability section of FASB 87, and deducting
     therefrom (without duplication of deductions):
     
                 (c)     the book amount of intangible assets including,
          without limitation, such items as goodwill, trademarks, trade
          names, copyrights, patents, licenses and rights in any
          intangible assets, and unamortized debt discount and expense;

 35    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (d)     all reserves, including, without limitation,
          reserves for doubtful accounts, liabilities, fixed or
          contingent, deferred income taxes, depreciation, depletion,
          obsolescence, amortization, insurance and inventory valuation,
          carried by such entity and not deducted from assets and all
          other proper reserves which in accordance with GAAP should be
          set aside in connection with the business conducted by such
          entity;
     
                 (e)     the amount, if any, at which any shares of
          stock of such entity or any of its Subsidiaries appear upon
          the asset side of a consolidated balance sheet of such entity
          and its Subsidiaries;
     
                 (f)     the amount, if any, at which the stock or
          securities of or loans or advances to any entity (other than
          a Subsidiary of such entity), which are not readily marketable
          appear upon the asset side of such balance sheet;
     
                 (g)     all prepaid expenses and deferred charges;
     
                 (h)     the indebtedness and other liabilities of such
          entity appearing on a balance sheet of such entity prepared in
          accordance with GAAP;
     
                 (i)     any minority interest in the shares of stock
          and surplus of any Subsidiary of such entity;
     
                 (j)     any excess cost of acquisition of shares of any
          Subsidiary over the book value of the assets of such
          Subsidiary attributable to such shares at the date of such
          acquisition or on account of any excess of the book value of
          the assets of any Subsidiary acquired subsequent to the date
          of such an acquisition by any entity attributable to any
          shares of such Subsidiary at the date of acquisition of such
          shares over the cost of acquisition of such shares; and
     
                 (k)     any items not included in subdivisions (c)
          through (j) above which would be treated as intangibles under
          GAAP.
     
          1.155  "Target Company" shall mean Vitramon, Incorporated, a
     Delaware corporation.
     
          1.156  "Target Company Acquisition" shall mean the acquisition
     by the Company, subject to the terms hereof, of all of the issued
     and outstanding shares of stock of the Target Company for the price
     and on the terms set forth in the Stock Purchase Agreement.
     
          1.157  "Target Company Loan Agreement" shall mean that certain
     $200,000,000 Target Company Loan Agreement dated as of the date

 36    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     hereof among Company, the Banks and Agent, as amended from time to
     time.
     
          1.158  "Target Company Loan Documents" shall mean the Target
     Company Loan Agreement, and all notes and other loan documents
     executed by Company or any of its Subsidiaries pursuant to or in
     connection with the Target Company Loan Agreement, as such
     documents may be amended from time to time.
     
          1.159  "Term Loan" shall mean the renewal term loan to be
     advanced by the Banks to the Company pursuant to Section 3.1
     hereof, in an aggregate amount of One Hundred Two Million Five
     Hundred Thousand Dollars ($102,500,000).
     
          1.160  "Term Loan Maturity Date" shall mean, December 31,
     2000.
     
          1.161  "Term Notes" shall mean the term notes described in
     Section 3.1 hereof, made by Company to each of the Banks in the
     form annexed to this Agreement as Exhibit "D".
     
          1.162  "Vishay Guaranty" shall mean that certain amended and
     restated guaranty of all of the Indebtedness outstanding from each
     of the Permitted Borrowers, whether hereunder, under the DM Loan
     Documents, the Roederstein Loan Documents or otherwise, executed
     and delivered by the Company to the Agent, on behalf of the Banks,
     as of the date hereof, as amended from time to time.
     
          1.163  "Vishay Israel" shall mean Vishay Israel Limited, a
     corporation organized under the laws of Israel and a Subsidiary of
     the Company.
     
          1.164  "Vishay Stock Plans" shall mean that certain 1986
     Employee Stock Plan of Vishay Intertechnology, Inc., adopted by the
     board of directors of the Company on February 27, 1986, as such
     plan may be amended from time to time, and the Stock Option Plan,
     and any successor plans thereto.
     
          1.165  "Vitramon Acquisition, Inc." shall mean Vishay
     Acquisition Holding Corp., a Delaware corporation, whose name will
     be changed to Vishay Vitramon Holding Corp. following the Target
     Company Acquisition.
     
          1.166  "VBG" shall mean Vishay Beteiligungs GmbH, a German
     corporation, formerly known as Draloric Electronic GmbH.
     
          1.167  "Yield Maintenance Payment" shall mean the yield
     maintenance payment required to be paid by the Company under
     Section 3.13(b) hereof in connection with any prepayment of the
     Term Loan following the Company's Fixed Rate Election hereunder.

 37    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          2.     REVOLVING CREDIT; BID ADVANCES
     
          2.1    Commitment. Subject to the terms and conditions of this
     Agreement, each Bank severally and for itself alone agrees to make
     Advances of the Revolving Credit in any one or more of the
     Permitted Currencies to the Company or to any of the Permitted
     Borrowers from time to time on any Business Day during the period
     from the effective date hereof until (but excluding) the Revolving
     Credit Maturity Date in an aggregate amount, based on the Dollar
     Amount of any Advances outstanding in Dollars and the Current
     Dollar Equivalent of any Advances outstanding in Alternative
     Currencies, not to exceed at any one time outstanding each such
     Bank's Percentage of the Revolving Credit Aggregate Commitment.
     Except as provided in Section 2.12, for purposes of this Agreement,
     Advances in Alternative Currencies shall be determined, denominated
     and redenominated as set forth in Section 2.10 hereof. All of the
     Advances of the Revolving Credit hereunder shall be evidenced by
     Revolving Credit Notes made by Company or the Permitted Borrowers
     to each of the Banks in the form attached hereto as Exhibit "B-1"
     or "B-2", as the case may be, subject to the terms and conditions
     of this Agreement. Advances of the Revolving Credit shall be
     subject to the following additional conditions and limitations:
     
                 (a)     No Permitted Borrower shall be entitled to
     request an Advance of the Revolving Credit hereunder after it
     ceases to be a 100% Subsidiary of the Company.
     
                 (b)     The maximum aggregate amount of Advances of the
     Revolving Credit available to each of the Permitted Borrowers at
     any time hereunder, shall not exceed, for Advances in Dollars, the
     Dollar Amount of the Sublimit applicable to such Permitted
     Borrower, and for Advances in Alternative Currencies, the Current
     Dollar Equivalent of the applicable Sublimit.
     
          2.2    Accrual of Interest and Maturity. The Revolving Credit
     Notes, and all principal and interest outstanding thereunder, shall
     mature and become due and payable in full on the Revolving Credit
     Maturity Date, and each Advance evidenced by the Revolving Credit
     Notes from time to time outstanding hereunder shall, from and after
     the date of such Advance, bear interest at its Applicable Interest
     Rate. The amount and date of each Advance, its Applicable Interest
     Rate, its Interest Period, and the amount and date of any repayment
     shall be noted on the Agent's records, which records will be
     conclusive evidence thereof, absent manifest error; provided,
     however, that any failure by the Agent to record any such
     information shall not relieve the Company or any 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 Loan Documents.

 38    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          2.3    Requests for and Refundings and Conversions of
     Advances. Company or any of the Permitted Borrowers (with the
     countersignature of Company hereunder) may request an Advance of
     the Revolving Credit, refund any Advance of the Revolving Credit in
     the same type of Advance of the Revolving Credit or convert any
     Advance of the Revolving Credit to any other type of Advance of the
     Revolving Credit only after delivery to Agent of a Request for
     Advance executed by an authorized officer of Company or of a
     Permitted Borrower (with the countersignature of an authorized
     officer of the Company), subject to the following and to the
     remaining provisions hereof:
     
                 (a)     each such Request for Advance shall set forth
          the information required on the Request for Advance form
          annexed hereto as Exhibit "A", including without limitation:
     
                    (i)  the proposed date of Advance, which must be a
                         Business Day;
     
                    (ii) whether the Advance is a refunding or
                         conversion of an outstanding Advance;
     
                   (iii) whether such Advance is to be a Prime-based
                         Advance, or a Eurocurrency-based Advance, and,
                         except in the case of a Prime-based Advance,
                         the first Interest Period applicable thereto;
                         and
     
                   (iv)  in the case of a Eurocurrency-based Advance,
                         the Permitted Currency in which such Advance
                         is to be made.
     
                 (b)     each such Request for Advance shall be
          delivered to Agent by 12 noon (Detroit time) four (4) Business
          Days prior to the proposed date of Advance, except in the case
          of a Prime-based Advance, for which the Request for Advance
          must be delivered by 11 a.m. on such proposed date;
     
                 (c)     the principal amount (or Dollar Amount of the
          principal amount, if such Advance of the Revolving Credit is
          being initially funded in an Alternative Currency) of such
          requested Advance, plus the principal amount of all other
          Advances of the Revolving Credit then outstanding hereunder
          (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),
          plus the aggregate principal amount of Bid Advances
          outstanding hereunder, plus the aggregate principal amount of
          Bid Advances requested but not yet advanced hereunder
          (determined as aforesaid), shall not exceed the Revolving
          Credit Aggregate Commitment;

 39    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (d)     the principal amount of such Advance, plus the
          amount of any other outstanding Advance of the Revolving
          Credit under this Agreement to be then combined therewith
          having the same Applicable Interest Rate and Interest Period,
          if any, shall be (i) in the case of a Prime-based Advance at
          least One Million Dollars ($1,000,000) and (ii) in the case of
          a Eurocurrency-based Advance at least Five Million Dollars
          ($5,000,000) or the equivalent thereof in an Alternative
          Currency, and at any one time there shall not be in effect
          more than (x) for Advances of the Revolving Credit in Dollars,
          two (2) Applicable Interest Rates and Interest Periods, and
          (y) for Advances of the Revolving Credit in any Alternative
          Currency (other than eurodollars), one (1) Applicable Interest
          Rate and Interest Period for each such currency;
     
                 (e)     a Request for Advance, once delivered to Agent,
          shall not be revocable by Company or any Permitted Borrower;
     
                 (f)     each Request for Advance shall constitute and
          include a certification by the Company as of the date thereof
          that:
     
                    (i)  both before and after the Advance, the
                         obligations of the Company, its Subsidiaries
                         and the Permitted Borrowers set forth in this
                         Agreement and the Loan Documents to which such
                         Persons are parties are valid, binding and
                         enforceable obligations of the Company, its
                         Subsidiaries and the Permitted Borrowers, as
                         the case may be;
     
                   (ii)  all conditions to Advances of the Revolving
                         Credit have been satisfied, and shall remain
                         satisfied to the date of Advance;
     
                  (iii)  there is no Default or Event of Default in
                         existence, and none will exist upon the making
                         of the Advance;
     
                   (iv)  the representations and warranties contained
                         in this Agreement and the Loan Documents are
                         true and correct in all material respects and
                         shall be true and correct in all material
                         respects as of the making of the Advance; and
     
                    (v)  the execution of the Request for Advance will
                         not violate the material terms and conditions
                         of any material contract, agreement or other
                         borrowing of Company or any of the Permitted
                         Borrowers.
     
          2.4    Disbursement of Advances.

 40    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (a)     Upon receiving any Request for Advance from
          Company or any of the Permitted Borrowers under Section 2.3
          hereof, Agent shall promptly notify each Bank by wire, telex
          or by telephone (confirmed by wire, telecopy or telex) of the
          amount and currency of such Advance to be made and the date
          such Advance is to be made by said Bank pursuant to its
          Percentage of the Advance. Unless such Bank's commitment to
          make Advances hereunder shall have been suspended or
          terminated in accordance with this Agreement, each Bank shall
          make available the amount of its Percentage of the Advance in
          immediately available funds in the currency of the Advance to
          Agent, as follows:
     
                    (i)  for Domestic Advances, at the office of Agent
                         located at One Detroit Center, 500 Woodward
                         Avenue, Detroit, Michigan 48226, not later
                         than 2:00 p.m. (Detroit time) on the date of
                         such Advance; and
     
                    (ii) for Eurocurrency-based Advances, at the
                         Agent's Correspondent for the account of the
                         Eurocurrency Lending Office of the Agent, not
                         later than 12 noon (the time of the Agent's
                         Correspondent) on the date of such Advance.
     
                 (b)     Subject to submission of an executed Request
          for Advance by Company or one of the Permitted Borrowers (with
          the countersignature of the Company as aforesaid) without
          exceptions noted in the compliance certification therein,
          Agent shall make available to Company or to the applicable
          Permitted Borrower, as the case may be, the aggregate of the
          amounts so received by it from the Banks in like funds and
          currencies:
     
                    (i)  for Domestic Advances, not later than 4:00
                         p.m. (Detroit time) on the date of such
                         Advance by credit to an account of Company or
                         the applicable Permitted Borrower maintained
                         with Agent or to such other account or third
                         party as Company or the applicable Permitted
                         Borrower may reasonably direct; and
     
                    (ii) for Eurocurrency-based advances, not later
                         than 4:00 p.m. (the time of the Agent's
                         Correspondent) on the date of such Advance, by
                         credit to an account of Company or the
                         applicable Permitted Borrower maintained with
                         Agent's Correspondent or to such other account
                         or third party as Company or the applicable
                         Permitted Borrower may reasonably direct.

 41    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (c)     Agent shall deliver the documents and papers
          received by it for the account of each Bank to such Bank or
          upon its order. Unless Agent shall have been notified by any
          Bank prior to the date of any proposed Advance that such Bank
          does not intend to make available to Agent such Bank's
          Percentage of the Advance, Agent may assume that such Bank has
          made such amount available to Agent on such date and in such
          currency, as aforesaid and may, in reliance upon such
          assumption, make available to Company or to the applicable
          Permitted Borrower, as the case may be, a corresponding
          amount. If such amount is not in fact made available to Agent
          by such Bank, as aforesaid, Agent shall be entitled to recover
          such amount on demand from such Bank. If such Bank does not
          pay such amount forthwith upon Agent's demand therefor, the
          Agent shall promptly notify Company and Company shall pay such
          amount to Agent. Agent shall also be entitled to recover from
          such Bank or Company, as the case may be, interest on such
          amount in respect of each day from the date such amount was
          made available by Agent to Company to the date such amount is
          recovered by Agent, at a rate per annum equal to:
     
                    (i)  in the case of such Bank, with respect to
                         Domestic Advances, the Federal Funds Effective
                         Rate, and with respect to Eurocurrency-based
                         Advances, Agent's aggregate 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
     
                    (ii) in the case of Company or a Permitted
                         Borrower, the rate of interest then applicable
                         to such Advance of the Revolving Credit.
     
          The obligation of any Bank to make any Advance hereunder shall
          not be affected by the failure of any other Bank to make any
          Advance hereunder, and no Bank shall have any liability to the
          Company or any of its Subsidiaries, the Agent, any other Bank,
          or any other party for another Bank's failure to make any loan
          or Advance hereunder.
     
          2.5    Bid Advances.
     
          (a)    Bid Advances.  Company may request Bid Offers from the
     Bid Lenders to make Bid Advances in Dollars in accordance with this
     Section 2.5 from time to time on any Business Day prior to the
     Revolving Credit Maturity Date ("Bid Advance(s)"); provided,
     however, that after giving effect to each Bid Advance and all other
     Advances of the Revolving Credit requested to be made on such date,
     the aggregate outstanding Advances of the Revolving Credit and Bid

 42    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Advances shall not exceed the Revolving Credit Aggregate
     Commitment. Each Bid Advance shall mature, and the principal amount
     thereof shall be due and payable by the Company, on the last day of
     the Interest Period applicable thereto, provided, that no Bid
     Advance may mature or be payable on a day later than the Revolving
     Credit Maturity Date. In no event whatsoever shall any outstanding
     Bid Advance be deemed to reduce, modify or affect any Bank's
     commitment to make Advances of the Revolving Credit, based upon its
     Percentage.  All Bid Lenders, or any lesser number thereof
     (including any Bid Lender individually), may, but shall not be
     obligated to, make Bid Offers so requested, and the Company may,
     but shall not be obligated to, accept any Bid Lender's Bid Offer,
     subject to the terms hereof.
     
          (b)    Bid Requests. Company may request from all Bid Lenders
     a Bid Advance by telephonic notice to the Agent (which notice shall
     be immediately confirmed by a facsimile Bid Borrowing Request (each
     a "Bid Borrowing Request") in the form of Exhibit "C-1" attached
     hereto) not later than 10:00 a.m. (Detroit time) at least one (1)
     Business Day prior to the date for such proposed Bid Advance in the
     case of an Absolute Rate Bid Advance, and not later than 10:00 a.m.
     (Detroit time) at least five (5) Business Days prior to the date
     for such proposed Bid Advance borrowing in the case of a
     Eurocurrency Bid Advance, in each case specifying:
     
                 (i)     the date (which must be a Business Day) and
          aggregate amount of the proposed Bid Advance (which shall be
          in a minimum aggregate principal amount of Fifteen Million
          Dollars ($15,000,000) and an integral multiple of One Million
          Dollars ($1,000,000);
     
                 (ii)    whether the Bid Offers requested are to be for
          Absolute Rate Bid Advances or Eurocurrency Bid Advances, or
          both; and
     
                 (iii)   the duration of the Interest Period or Interest
          Periods applicable thereto, up to a maximum of three (3) such
          Interest Periods.
     
     The Agent shall promptly (but in any event no later than 5:00 p.m.
     (Detroit time), on the same day of receipt of the Bid Borrowing
     Request) notify each Bid Lender by telephone (confirmed by
     facsimile) of each Bid Borrowing Request.  The Company shall not
     request any Bid Advance within ten (10) Business Days after the
     date of any other Bid Borrowing Request or Bid Advance. Company may
     not request the refunding or conversion of any outstanding Advance
     (whether a Bid Advance or an Advance of the Revolving Credit) as a
     Bid Advance.
     
          (c)    Bid Offers.

 43    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (i)     If any Bid Lender, in its sole discretion,
          elects to offer to make a Bid Advance to the Company as part
          of a proposed Bid Advance, it shall deliver by telephone
          (confirmed by facsimile promptly on the same day) to the Agent
          before 10:15 a.m. (Detroit time) on the date of such proposed
          Bid Advance in the case of an Absolute Rate Bid Advance and
          before 10:30 a.m. (Detroit time) four (4) Business Days prior
          to the date of such proposed Bid Advance in the case of a
          Eurocurrency Bid Advance, a Bid Offer, in the form of Exhibit
          "C-2" attached hereto ("Bid Offer"), specifying:
     
                    (A)  the amount and Interest Period of each Bid
                 Advance which such Bid Lender would be willing to make
                 as part of such proposed Bid Advance, which amount
                 shall be in a minimum principal amount of Five Million
                 Dollars ($5,000,000) and in an integral multiple of One
                 Million Dollars ($1,000,000), may not exceed the
                 aggregate amount of the proposed Bid Advance as
                 requested by the Company in connection with such Bid
                 Advance, but may exceed such Bid Lender's Percentage of
                 the Revolving Credit Aggregate Commitment, and which
                 Interest Period shall be the Interest Period specified
                 by the Company in the Bid Borrowing Request with
                 respect to such Bid Advance;
     
                    (B)  in the event the Company requests an Absolute
                 Rate Bid Advance, the rate of interest per annum
                 offered by such Bid Lender in its sole discretion with
                 respect to such Bid Advance (rounded to the nearest
                 1/16th of 1%) (the "Absolute Rate") offered for each
                 such Absolute Rate Bid Advance; and
     
                    (C)  in the event the Company requests a
                 Eurocurrency Bid Advance, the margin offered by such
                 Bid Lender in its sole discretion with respect to such
                 Bid Advance above or below the Eurocurrency Adjusted
                 Rate expressed as a percentage (rounded to the nearest
                 1/16th of 1%) (the "Eurocurrency Bid Margin") to be
                 added to or subtracted from the applicable Eurocurrency
                 Adjusted Rate for the Interest Period for each such
                 Eurocurrency Bid Advance.
     
          Notwithstanding the foregoing, Bid Offers submitted by Agent
          (in its capacity as a Bank) may be submitted, and may only be
          submitted, if the Agent notifies Company of the terms of such
          Bid Offer (and the content thereof) not later than (x) 15
          minutes prior to the deadline for the other Bid Lenders, in
          the case of an Absolute Rate Bid Advance and (y) 30 minutes
          prior to the deadline for the other Bid Lenders, in the case
          of Eurocurrency Bid Advance. Agent agrees to use good faith
          diligent efforts in formulating any such Bid Offers hereunder,
          not to review any Bid Offers submitted by other Bid Lenders.

 44    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (ii)    Bid Offers shall be irrevocable, subject to the
          terms and conditions of this Agreement.  If a Bid Offer is
          determined by the Agent (whose determination shall be
          conclusive in the absence of manifest error) to:
     
                    (A)  be not substantially in the form of Exhibit C-
                         2 attached hereto;
     
                    (B)  omit any required information;
     
                    (C)  be conditional or qualified in any respect;
     
                    (D)  propose terms other than or in addition to
                         those set forth in the related Bid Borrowing
                         Request;
     
                    (E)  not have been delivered to the Agent in
                         accordance with the time periods specified
                         herein; or
     
                    (F)  be otherwise inconsistent with the provisions
                         hereof,
     
     the Agent will reject the offer made by such Bid Offer and give
     telephonic notice (confirmed by facsimile) of such rejection to the
     Bid Lender which submitted such Bid Offer.  Promptly thereafter,
     and in any case, no later than 10:30 a.m. (Detroit time) on the
     date of the proposed Bid Advance in the case of an Absolute Rate
     Bid Advance and 11:00 a.m. (Detroit time) four (4) Business Days
     prior to the date of the proposed Bid Advance in the case of a
     Eurocurrency Bid Advance, the Agent will give telephonic notice
     (confirmed by facsimile) to the Company of all conforming Bid
     Offers and the terms thereof.
     
          (d) Acceptance by the Company of Bid Offers.  The Company
     shall, before 11:00 a.m. (Detroit time) on the date of the proposed
     Bid Advance in the case of an Absolute Rate Bid Advance and noon
     (Detroit time) four (4) Business Days prior to the date of the
     proposed Bid Advance in the case of a Eurocurrency Bid Advance, in
     its sole discretion, either:
     
                    (i)  irrevocably cancel the Bid Borrowing Request
          that requested such Bid Advance by giving the Agent telephonic
          notice confirmed promptly thereafter by facsimile) to that
          effect; or
     
                    (ii) irrevocably accept one or more of the Bid
          Offers by giving telephonic notice to the Agent of the amount
          of the Bid Advance to be made on such date, specifying (A) the
          amount of each Bid Advance to be made by each Bid Lender as
          part of such Bid Advance, which amount shall not be greater
          than the amount offered by such Bid Lender in its Bid Offer,

 45    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          (B) the Interest Period with respect thereto, and (C) the
          Absolute Rate with respect to each Absolute Rate Bid Advance
          and the Eurocurrency Bid Margin with respect to each
          Eurocurrency Bid Advance;
     
     provided, however, that:
     
                    (A) the Company shall accept Bid Lenders' conforming
                 Bid Offers only on the basis of ascending Absolute
                 Rates or Eurocurrency Bid Margins and shall not accept
                 any Bid Lender's conforming Bid Offer to make a Bid
                 Advance at a particular Absolute Rate or Eurocurrency
                 Bid Margin for a particular Interest Period if the
                 Company has decided to reject any other Bid Lender's
                 conforming Bid Offer to make a Bid Advance with the
                 same Interest Period at a lower Absolute Rate or
                 Eurocurrency Bid Margin, as the case may be;
     
                    (B) the aggregate principal amount of all Bid Offers
                 accepted by the Company shall not, after giving effect
                 to all reductions made pursuant to proviso (C) of this
                 Section 2.5 (d)(ii) below, exceed the principal amount
                 specified in the Bid Borrowing Request;
     
                    (C) if the Company shall accept any Bid Offer to
                 make a Bid Advance at a particular Absolute Rate or
                 Eurocurrency Bid Margin, as the case may be, for a
                 particular Interest Period, then the Company shall
                 accept all offers to make Bid Advances at such Absolute
                 Rate or Eurocurrency Bid Margin, as the case may be,
                 for the same Interest Period; provided, however, that,
                 if Bid Offers are made by two or more Bid Lenders at
                 the same Absolute Rates or Eurocurrency Bid Margins
                 (with respect to the related Interest Period(s)) as the
                 case may be, for a greater aggregate principal amount
                 than the amount in respect of which such Bid Offers are
                 accepted for the related Interest Period, the principal
                 amount of Bid Advances in respect of which such Bid
                 Offers are accepted shall be allocated by the Agent
                 among such Bid Lenders as nearly as possible (and in
                 such multiples, not greater than One Million Dollars
                 ($1,000,000), as the Agent may deem appropriate) in
                 proportion to the aggregate principal amounts of such
                 Bid Offers.  Each Bid Lender acknowledges and agrees
                 that any Bid Offer submitted by such Bid Lender may be
                 modified in accordance with this clause (C), and no
                 such modification shall constitute a rejection of such
                 Bid Offer.  Determinations by Agent of the amounts of
                 Bid Advances hereunder shall be conclusive in the
                 absence of manifest error.

 46    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
     Subject to the foregoing requirements, the Company may accept or
     reject, at the Company's sole discretion, the offer to make Bid
     Advances contained in any Bid Offer.  Each notice given by the
     Company pursuant to this Section 2.5(d) shall be irrevocable. 
     Failure by the Company to accept a Bid Offer in accordance with the
     provisions of this Section 2.5(d) shall constitute a rejection of
     such Bid Offer.
     
          (e) Acknowledgment of Bid Borrowings.  Promptly after
     acceptance of a Bid Offer by the Company pursuant to Section 2.5(d)
     (ii) hereof:
     
                 (i) in any case no later than 11:30 a.m. (Detroit time)
          on the date of such Bid Advance in the case of an Absolute
          Rate Bid Advance and 1:00 p.m. (Detroit time) four (4)
          Business Days prior to the date of such Bid Advance in the
          case of a Eurocurrency Bid Advance, the Company shall deliver
          by facsimile to the Agent a Bid Acknowledgment in
          substantially the form of Exhibit "C-3" hereto ("Bid
          Acknowledgment") confirming, with respect to each Bid Advance
          to be made to the Company, the Interest Period, the amount of
          the borrowing and the Absolute Rate or Eurocurrency Bid
          Margin, as the case may be, therefor; and
     
                 (ii) in any case no later than noon (Detroit time) on
          the date of the proposed Bid Borrowing in the case of an
          Absolute Rate Bid Advance and 2:00 p.m. (Detroit time) four
          (4) Business Days prior to the date of such Bid Advance in the
          case of a Euro-currency Bid Advance, the Agent will give
          telephonic notice to each Bid Lender of each Interest Period,
          amount of the borrowing, and the Absolute Rate or Eurocurrency
          Bid Margin, as the case may be, so accepted by the Company.
     
          (f)    Bid Advance Funding. At or before 2:00 p.m. (Detroit
     time) on the Business Day specified for each Bid Advance in the
     case of an Absolute Rate Bid Advance and noon (Detroit time) on the
     Business Day of such Bid Advance in the case of a Eurocurrency Bid
     Advance, each Bid Lender whose Bid Offer in respect thereof the
     Company accepted pursuant to Section 2.5(d)(ii) hereof shall
     deposit with the Agent same day funds in an amount equal to the
     principal amount of such Bid Lender's Bid Advance.  Such deposit
     will be made to an account which the Agent shall from time to time
     specify by notice to the Bid Lenders. To the extent same day funds
     are received from such Bid Lenders, the Agent shall make such same
     day funds available to the Company by wire transfer to the accounts
     which Company shall have specified in its Bid Acknowledgment.  No
     Bid Lender's obligation to make any Bid Advance shall be affected
     by any other Bid Lender's failure to make any Bid Advance.
     
          Unless Agent shall have received notice from a Bid Lender
     prior to the date of funding of such Bid Lender's Bid Advance
     accepted by the Company that such Bid Lender will not make

 47    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     available to the Agent such Bid Lender's share of such Bid Advance,
     Agent may assume that such Bid Lender has made such share available
     to Agent on the date of such Bid Advance in accordance with this
     subparagraph (f) and Agent may (but under no circumstances shall be
     required to do so), in reliance upon such assumption, make
     available to Company on such date a corresponding amount.  If and
     to the extent that such Bid Lender shall not have so made such
     share available to Agent in accordance with the terms hereof, such
     Bid Lender and Company severally agree to repay to Agent forthwith
     upon demand such corresponding amount, together with interest
     thereon, for each day from the date such amount is made available
     to Company until the date such amount is repaid to Agent, at (i) in
     the case of Company, a rate per annum equal to the Prime-based Rate
     and (ii) in the case of such Bid Lender, the Federal Funds
     Effective Rate.  If such Bid Lender shall repay to Agent such
     corresponding amount, such amount so repaid shall constitute such
     Bid Lender's portion of the Bid Advance included in such Bid
     Advance for purposes of this Agreement.
     
          Promptly after each Bid Advance, and in any case no later than
     the immediately succeeding Business Day, the Agent will deliver to
     each of the Banks, a copy of the Bid Acknowledgment, specifying the
     date and amount of such Bid Advance, the amounts of the Bid
     Advances which comprise such borrowing and the Interest Period(s)
     thereof and the Absolute Rate(s) or Eurocurrency Bid Margin(s) as
     the case may be, accepted. Furthermore, upon the request of any
     Bank from time to time hereunder, the Agent will provide summaries
     to such Bank of all Bid Offers received in response to any Bid
     Borrowing Request.
     
          (g)    Bid Notes.  The Bid Advances of each Bid Lender shall
     be evidenced by a promissory note in the form of Exhibit "C-4"
     attached hereto ("Bid Notes"), with appropriate insertions and
     shall be payable to the order of such Bid Lender, shall be dated as
     of the date of this Agreement, shall set forth the maximum
     principal amount of the aggregate Bid Advances which may be made by
     such Bid Lender and shall mature, subject to the terms hereof, on
     the Revolving Credit Maturity Date.  Each Bid Lender shall record
     in its records, or at its option on the schedule attached to its
     Bid Note, the date and amount of each Bid Advance made by such Bid
     Lender, the Applicable Interest Rate with respect to each Bid
     Advance, each repayment thereof and the dates on which each
     Interest Period for such Bid Advance shall begin and end.  The
     aggregate unpaid principal amount so recorded shall be conclusive
     evidence of the principal amount owing and unpaid on such Bid Note,
     absent manifest error.  The failure to so record any such amount or
     any error in so recording any such amount shall not, however, limit
     or otherwise affect the obligations of the Company hereunder or
     under any such Bid Note.
     
          2.6    Prime-based Interest Payments. Interest on the unpaid
     balance of all Prime-based Advances from time to time outstanding

 48    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     shall accrue from the date of such Advance to the Revolving Credit
     Maturity Date (and until paid), at a per annum interest rate equal
     to the Prime-based Rate, and shall be payable in immediately
     available funds quarterly commencing on September 30, 1994, and on
     the last day of each calendar quarter thereafter. Interest accruing
     at the Prime-based Rate shall be computed on the basis of a 360 day
     year and assessed for the actual number of days elapsed, and in
     such computation effect shall be given to any change in the
     interest rate resulting from a change in the Prime-based Rate on
     the date of such change in the Prime-based Rate.
     
          2.7    Absolute Rate and Eurocurrency-based Interest Payments.
     Interest on each Absolute Rate Advance and each 1 month, 2 month
     and 3 month Eurocurrency-based Advance shall accrue at its
     Applicable Interest Rate and shall be payable in immediately
     available funds on the last day of the Interest Period applicable
     thereto. Interest shall be payable on each 6 month Eurocurrency-
     based Advance outstanding from time to time, at intervals of 3
     months, as the case may be, after the first day of the applicable
     Interest Period, and shall also be payable on the last day of the
     Interest Period applicable thereto. Interest accruing at the
     Absolute Rate or the Eurocurrency-based Rate shall be computed on
     the basis of a 360 day year and assessed for the actual number of
     days elapsed from the first day of the Interest Period applicable
     thereto to but not including the last day thereof. Interest due on
     any Advance made in an Alternative Currency shall be paid in such
     Alternative Currency.
     
          2.8    Interest Payments on Conversions. Notwithstanding
     anything to the contrary in the preceding sections, all accrued and
     unpaid interest on any Advance converted pursuant to Section 2.3
     hereof shall be due and payable in full on the date such Advance is
     converted.
     
          2.9    Interest on Default. In the event and so long as any
     Event of Default shall exist under this Agreement, interest shall
     be payable daily on all Advances of the Revolving Credit and all
     Bid Advances from time to time outstanding at a per annum rate
     equal to the Applicable Interest Rate, plus three percent (3%) for
     the remainder of the then existing Interest Period, if any, and at
     all other such times, with respect to Domestic Advances from time
     to time outstanding, at a per annum rate equal to the Prime-based
     Rate plus three percent (3%), and, with respect to Eurocurrency-
     based Advances from time to time outstanding, (i) at a per annum
     rate calculated by the Agent, (or, in the case of a Eurocurrency
     Bid Advance, by the applicable Bid Lender having funded such
     Advance) whose determination shall be conclusive absent manifest
     error, on a daily basis, equal to three percent (3%) above the
     interest rate per annum at which one (1) day deposits (or, if such
     amount due remains unpaid for more than three (3) Business Days,
     then for such other period of time as the Agent (or the applicable
     Bid Lender, as aforesaid) may elect which shall in no event be

 49    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     longer than six (6) months) in the relevant eurocurrency in the
     amount of such overdue payment due to the Agent (or the applicable
     Bid Lender, as aforesaid) are offered by the Eurocurrency Lending
     Office for the applicable period determined as provided above, or
     (ii) if at any such time such deposits are not offered by the
     Eurocurrency Lending Office, then at a rate per annum equal to
     three percent (3%) above the rate determined by the Agent (or the
     applicable Bid Lender, as aforesaid) to be its aggregate marginal
     cost (including the cost of maintaining any required reserves or
     deposit insurance) of carrying the amount of such Eurocurrency-
     based Advance.
     
          2.10   Determination, Denomination and Redenomination of
     Alternative Currency Advances. Whenever, pursuant to any provision
     of this Agreement:
     
                 (a)     an Advance of the Revolving Credit is initially
     funded, as opposed to any refunding or conversion thereof, in an
     Alternative Currency, the amount to be advanced hereunder will be
     the equivalent in such Alternative Currency of the Dollar Amount of
     such Advance;
     
                 (b)     an existing Advance of the Revolving Credit
     denominated in an Alternative Currency is to be refunded, in whole
     or in part, with an Advance denominated in the same Alternative
     Currency, the amount of the new Advance shall be continued in the
     amount of the Alternative Currency so refunded;
     
                 (c)     an existing Advance of the Revolving Credit
     denominated in an Alternative Currency is to be converted, in whole
     or in part, to an Advance denominated in another Alternative
     Currency, the amount of the new Advance shall be that amount of the
     Alternative Currency of the new Advance which may be purchased,
     using the most favorable spot exchange rate determined by Agent to
     be available to it for the sale of Dollars for such other
     Alternative Currency at approximately (11:00 a.m.) (Detroit time)
     two (2) Business Days prior to the last day of the Eurocurrency
     Interest Period applicable to the existing Advance, with the Dollar
     Amount of the existing Advance, or portion thereof being converted;
     and
     
                 (d)     an existing Advance denominated in an
     Alternative Currency is to be converted, in whole or in part, to an
     Advance denominated in Dollars, the amount of the new Advance shall
     be the Dollar Amount of the existing Advance, or portion thereof
     being converted (determined as aforesaid).
     
          2.11   Prepayment. Company or the applicable Permitted
     Borrower may prepay all or part of the outstanding balance of any
     Prime-based Advance(s) under the Revolving Credit Notes at any time
     (subject to not less than one (1) Business Day's notice to Agent),
     provided that the principal amount of any partial prepayment shall

 50    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     be at least Five Hundred Thousand Dollars ($500,000) and the
     aggregate principal balance of Prime-based Advance(s) remaining
     outstanding shall be at least One Million Dollars ($1,000,000).
     Company or the applicable Permitted Borrower (if applicable) may
     prepay all or part of any Absolute Rate Bid Advance or
     Eurocurrency-based Advance (subject to not less than three (3)
     Business Day's notice to Agent) only on the last day of the
     Interest Period therefor, provided that (i) in the case of Bid
     Advances, there shall be no partial prepayment (such Advances to be
     prepaid only in full) and (ii) in the case of Eurocurrency-based
     Advances of the Revolving Credit, the amount of any such partial
     prepayment shall be at least One Million Dollars ($1,000,000), or
     the equivalent thereof in an Alternative Currency, and the unpaid
     portion of such Advance which is refunded or converted under
     Section 2.3 shall be at least Five Million Dollars ($5,000,000) or
     the equivalent thereof in an Alternative Currency. Any prepayment
     made in accordance with this Section shall be without premium,
     penalty or prejudice to the right to reborrow under the terms of
     this Agreement. Any other prepayment of all or any portion of the
     Revolving Credit or of any Bid Advance shall be subject to Section
     11.1, hereof, but otherwise without premium, penalty or prejudice.
     
          2.12   Prime-based Advance in Absence of Election or Upon
     Default. If, as to any outstanding Eurocurrency-based Advance of
     the Revolving Credit, Agent has not received payment on the last
     day of the Interest Period applicable thereto, or does not receive
     a timely Request for Advance meeting the requirements of Section
     2.3 with respect to the refunding or conversion of an Advance of
     the Revolving Credit, or, subject to Section 2.9, hereof, if on
     such day a Default or an Event of Default shall have occurred and
     be continuing, the principal amount thereof which is not then
     prepaid in the case of a Eurocurrency-based Advance shall be
     converted automatically to a Prime-based Advance and the Agent
     shall thereafter promptly notify Company of said action. If a
     Eurocurrency-based Advance converted hereunder is payable in an
     Alternative Currency, the Prime-based Advance shall be in an amount
     equal to the Dollar Amount of such Eurocurrency-based Advance at
     such time and the Agent (or, with respect to any Eurocurrency-based
     Bid Advance in an Alternative Currency, the applicable Bid Lender)
     shall use said Prime-based Advance to fund payment of the
     Alternative Currency obligation, all subject to the provisions of
     Section 2.15. The Company shall reimburse Agent and each of the
     Banks on demand for any costs incurred by the Agent resulting from
     the conversion pursuant to this Section 2.12 of Eurocurrency-based
     Advances payable in an Alternative Currency to Prime-based
     Advances.
     
          2.13   Revolving Credit Facility Fee. From the date hereof to
     the Revolving Credit Maturity Date, the Company shall pay to the
     Agent, for distribution to the Banks pro rata, a Revolving Credit
     Facility Fee consisting of the Applicable Fee Percentage per annum,
     calculated on a daily basis, times the Revolving Credit Aggregate

 51    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Commitment then in effect hereunder, regardless of the aggregate
     amount of Advances of the Revolving Credit or Bid Advances
     outstanding from time to time.
     
     The Revolving Credit Facility Fee shall be payable quarterly in
     arrears commencing September 30, 1994, and on the last day of each
     calendar quarter thereafter and at 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, giving immediate effect to any changes in the Applicable
     Fee Percentage. Whenever any payment of the Revolving Credit
     Facility 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 payment
     to each Bank of its share of the Revolving Credit Facility Fee
     based upon its respective Percentage. The Revolving Credit Facility
     Fee shall not be refundable under any circumstances.
     
          2.14   Revolving Credit Commitment Fee. From the date hereof
     to the Revolving Credit Maturity Date, the Company shall pay to the
     Agent, for distribution to the Banks (as set forth below), a
     Revolving Credit Commitment Fee equal to the sum of
     
                 (a)     .0625% per annum times the daily average amount
     by which the Revolving Credit Aggregate Commitment then in effect
     hereunder exceeds the Dollar Amount of the principal amount
     outstanding from time to time under the Revolving Credit, plus the
     aggregate daily amount of Bid Advances outstanding from time to
     time hereunder, determined, if any Advance in an Alternative
     Currency is outstanding, as of the last day of each Interest Period
     (but otherwise computed on a daily basis); and
     
                 (b)     the Applicable Fee Percentage per annum, times
     the Revolving Credit Designated Portion in effect under Section
     2.17 hereof during such period, calculated on a daily basis.
     
     The Revolving Credit Commitment Fee shall be payable quarterly in
     arrears commencing on September 30, 1994, and on the last day of
     each calendar quarter thereafter and at 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 Revolving Credit
     Commitment 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 payment
     to each Bank of its share of the Revolving Credit Commitment Fee
     based upon its respective Percentage. It is expressly understood
     that the Revolving Credit Commitment Fee shall not be refundable
     under any circumstances.
     
          2.15   Currency Appreciation; Sublimits; Mandatory Reduction
     of Indebtedness. (a) If at any time and for any reason, the

 52    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     aggregate principal amount (tested in the manner set forth below)
     of all Advances of the Revolving Credit hereunder to the Company
     and to the Permitted Borrowers made in Dollars and the aggregate
     Current Dollar Equivalent of all Advances hereunder to the Company
     and to the Permitted Borrowers in any Alternative Currency as of
     such time, plus the aggregate principal amount of Bid Advances
     outstanding hereunder as of such time, exceeds the Revolving Credit
     Aggregate Commitment, the Company and the Permitted Borrowers
     shall:
     
                    (i)  if otherwise entitled to do so under Section
                         2.18 hereof, activate a sufficient amount of
                         the Revolving Credit Designated Portion to
                         eliminate any such excess; and
     
                   (ii)  if (and to the extent) necessary to eliminate
                         such excess, immediately repay that portion of
                         the Indebtedness then carried as a Prime-based
                         Advance, if any, by the Dollar amount of such
                         excess, and/or reduce any pending request for
                         an Advance in Dollars on such day by the
                         Dollar Amount of such excess, to the extent
                         thereof; and
     
                  (iii)  if (and to the extent) necessary to eliminate
                         such excess, on the last day of each Interest
                         Period of any Absolute Rate Bid Advance or
                         Eurocurrency-based Advance outstanding as of
                         such time, until the necessary reductions of
                         Indebtedness under this Section 2.15(a) have
                         been fully made, repay the Indebtedness
                         carried in such Advances and/or reduce any
                         requests for refunding or conversion of such
                         Advances submitted (or to be submitted) by the
                         Company or any of the Permitted Borrowers in
                         respect of such Advances, by the Amount in
                         Dollars or the Applicable Alternative
                         Currency, as the case may be, of such excess,
                         to the extent thereof.
     
     The Company's compliance with this Section 2.15(a) shall be tested
     on a daily or other basis satisfactory to Agent in its sole
     discretion, provided that at any time while the aggregate Advances
     of the Revolving Credit available to be borrowed hereunder equal or
     exceed Ten Million Dollars ($10,000,000), the Company's compliance
     with this Section 2.15(a) shall be tested as of the last day of
     each calendar quarter.
     
                 (b)     If at any time and for any reason the aggregate
     principal amount (tested in the manner set forth below) of all
     Advances of the Revolving Credit hereunder to a Permitted Borrower
     made in Dollars and the aggregate Current Dollar Equivalent of all

 53    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Advances hereunder to such Permitted Borrower in any Alternative
     Currency as of such time, exceeds the Sublimit applicable to such
     Permitted Borrower, the Company or such Permitted Borrower shall
     (i) immediately repay that portion of the Indebtedness outstanding
     to such Permitted Borrower then carried as a Prime-based Advance,
     if any, by the Dollar Amount of any such excess and/or reduce on
     such day any pending request for an Advance in Dollars submitted by
     such Permitted Borrower by the Dollar Amount of such excess, to the
     extent thereof; and (ii) on the last day of each Interest Period of
     any Eurocurrency-based Advance outstanding to such Permitted
     Borrower as of such time, until the necessary reductions of
     Indebtedness under this Section 2.15(b) have been fully made, repay
     such Indebtedness carried in such Advances and/or reduce any
     requests for refunding or conversion of such Advances submitted (or
     to be submitted) by such Permitted Borrower in respect of such
     Advances, by the Amount in Dollars or the applicable Alternative
     Currency, as the case may be, of any remaining excess, to the
     extent thereof. Each Permitted Borrower's compliance with this
     Section 2.15(b) shall be tested on a daily or other basis
     satisfactory to Agent in its sole discretion, provided that at any
     time while the unused portion of the applicable Sublimit then in
     effect exceeds Five Million Dollars ($5,000,000), compliance with
     this Section 2.15(b) shall be tested as of the last day of each
     calendar quarter.
     
          2.16   Optional Reduction or Termination of Revolving Credit
     Maximum Amount. Provided that no Default or Event of Default has
     occurred and is continuing, the Company may upon not less than ten
     (10) Business Days' prior written notice to the Agent, permanently
     reduce the Revolving Credit Maximum Amount in whole at any time, or
     in part from time to time, without premium or penalty, provided
     that: (i) each partial reduction of the Revolving Credit Maximum
     Amount shall be in an aggregate amount equal to Five Million
     Dollars ($5,000,000) or an integral multiple thereof; (ii) each
     reduction shall be accompanied by the payment of the Revolving
     Credit Commitment Fee, if any, accrued to the date of such
     reduction; (iii) the Company shall prepay in accordance with the
     terms hereof the amount, if any, by which the aggregate unpaid
     principal amount of Revolving Credit Notes, plus the aggregate
     principal amount of Bid Advances then outstanding, exceeds the
     amount of the Revolving Credit Aggregate Commitment then in effect
     (taking into account any reductions thereof resulting from such
     reductions in the Revolving Credit Maximum Amount), together with
     interest thereon to the date of prepayment; and (iv) if the
     termination or reduction of the Revolving Credit Maximum Amount
     requires the prepayment of an Absolute Rate Bid Advance or a
     Eurocurrency-based Advance, the termination or reduction may be
     made only on the last Business Day of the then current Interest
     Period applicable to such Absolute Rate Bid Advance or
     Eurocurrency-based Advance Loan. Reductions of the Revolving Credit
     Maximum Amount (and any accompanying prepayments of the Revolving
     Credit Notes) shall reduce each Bank's portion thereof

 54    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     proportionately, based upon the applicable percentage (and any
     accompanying prepayments shall be distributed by Agent to each Bank
     in accordance with such Bank's Percentage thereof), and shall be
     permanent and irrevocable, and not available for reinstatement by
     or readvance to the Company or the Permitted Borrowers. The amount
     of any reductions of the Revolving Credit Maximum Amount under this
     Section 2.16 shall first be applied to reduce the maximum amount of
     the Revolving Credit Maximum Amount which may be designated as the
     Revolving Credit Designated Portion hereunder, before being applied
     to reduce the Revolving Credit Aggregate Commitment then in effect.
     
          2.17   Revolving Credit Designated Portion. The Company may at
     any time and from time to time, upon at least five (5) Business
     Days' prior written notice to the Agent, subject to any prior
     activations of the Revolving Credit Designated Portion which shall
     remain in effect for a period of not less than thirty (30)
     consecutive days in accordance with Section 2.18 hereof, designate
     a portion of the Revolving Credit Maximum Amount up to a maximum of
     One Hundred Million Dollars ($100,000,000) at any time in the
     aggregate so designated (subject to reduction under Section 2.16
     hereof), as not presently available for borrowing hereunder,
     provided that (i) each such designation shall be in an aggregate
     amount equal to at least Five Million Dollars ($5,000,000) or more,
     in increments of One Million Dollars ($1,000,000); (ii) each such
     designation shall be accompanied by the payment of the Revolving
     Credit Commitment Fee, if any, accrued to the date of such
     designation; (iii) the Company shall prepay in accordance with the
     terms hereof the amount, if any, by which the aggregate unpaid
     principal amount of Revolving Credit Notes, plus the aggregate
     principal amount of Bid Advances outstanding hereunder, exceeds the
     amount of the Revolving Credit Aggregate Commitment, taking into
     account the aforesaid designation under this Section 2.17, together
     with interest thereon to the date of prepayment; and (iv) if the
     designation under this Section 2.17 requires the prepayment of an
     Absolute Rate Bid Advance or a Eurocurrency-based Advance, such
     designation may be effective only on the last Business Day of the
     then current Interest Period(s) applicable to such Absolute Rate
     Bid Advance or Eurocurrency-based Advance. The Revolving Credit
     Aggregate Commitment shall be reduced by the aggregate amount so
     designated under this Section 2.17 as the Revolving Credit
     Designated Portion, upon the effective date of each such
     designation.
     
          2.18   Activation of Designated Portion. Provided that no
     Default or Event of Default has occurred and is continuing, Company
     may, upon not less than ten (10) Business Days' prior written
     notice to the Agent, elect to activate all or any part of the
     Revolving Credit Designated Portion, provided that each such
     activation shall be in an aggregate amount equal to at least Ten
     Million Dollars ($10,000,000), or more in increments of One Million
     Dollars ($1,000,000) and provided further that, on or before the
     requested date for activation, Company shall pay to the Agent, for

 55    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     distribution to the Banks based on their respective Percentages,
     the Activation Fee. Each activation of the Revolving Credit
     Designated Portion shall remain in effect (and shall not be reduced
     by a subsequent designation under Section 2.17 hereof) for a period
     of not less than 30 consecutive days. Upon the effectiveness of any
     activation of the Revolving Credit Designated Portion under this
     Section 2.18, the Revolving Credit Designated Portion shall
     decrease by the amount so activated and the Revolving Credit
     Aggregate Commitment shall increase by the amount so activated.
     
          2.19   Extension of Revolving Credit Maturity Date. Provided
     that no Default or Event of Default has occurred and is continuing,
     Company may, by written notice to Agent and each Bank (which notice
     shall be irrevocable and which shall not be deemed effective unless
     actually received by Agent and each Bank) prior to May 18th, but
     not before April 18th, of each year, request that the Banks extend
     the then applicable Revolving Credit Maturity Date to a date that
     is one year later than the Revolving Credit Maturity Date then in
     effect (each such request, a "Request").  Each Bank shall, not
     later than thirty (30) calendar days following the date of its
     receipt of the Request, give written notice to the Agent stating
     whether such Bank is willing to extend the Revolving Credit
     Maturity Date as requested.  If Agent has received the aforesaid
     written approvals of such Request from each of the Banks, then,
     effective upon the date of Agent's receipt of all such written
     approvals from the Banks, as aforesaid, the Revolving Credit
     Maturity Date shall be so extended for an additional one year
     period, the term Revolving Credit Maturity Date shall mean such
     extended date and Agent shall promptly notify the Company that such
     extension has occurred.  If (i) any Bank gives the Agent written
     notice that it is unwilling to extend the Revolving Credit Maturity
     Date as requested or (ii) any Bank fails to provide written
     approval to Agent of such a Request within thirty (30) calendar
     days of the date of Agent's receipt of the Request, then (x) the
     Banks shall be deemed to have declined to extend the Revolving
     Credit Maturity Date, (y) the then-current Revolving Credit
     Maturity Date shall remain in effect (with no further right on the
     part of Company to request extensions thereof under this Section
     2.19) and (z) the commitments of the Banks to make Advances of the
     Revolving Credit hereunder shall terminate on the Revolving Credit
     Maturity Date then in effect, and Agent shall promptly notify
     Company thereof.
     
          2.20   Revolving Credit as Renewal; Application of Advances
     Thereafter. The Revolving Credit Notes issued by the Company and
     the Permitted Borrowers shall constitute renewal and replacement
     evidence of all present indebtedness of Company and the Permitted
     Borrowers to the Prior Banks and to Agent outstanding as of the
     date hereof under the Prior Loan Agreement, and the notes issued
     pursuant thereto. Thereafter, Advances of the Revolving Credit, and
     Bid Advances, shall be available, subject to the terms hereof, to
     fund working capital needs or other general corporate purposes of

 56    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     the Company and the Permitted Borrowers. Advances of the Revolving
     Credit, and Bid Advances, shall not be available to fund, directly
     or indirectly, the Target Company Acquisition or the payment of any
     transfer taxes, stamp duties, brokerage fees transfer taxes or
     other costs and expenses resulting directly or indirectly from such
     acquisition.
     
          3.     TERM LOAN
     
          3.1    Commitment. Subject to the terms and conditions of this
     Agreement, each Bank, severally and for itself alone, agrees to
     advance to the Company, in a single Advance in Dollars concurrently
     with the execution and delivery of this Agreement, sums not to
     exceed in the aggregate such Bank's respective Percentage of the
     Term Loan. Advances of the Term Loan shall be evidenced by Term
     Notes executed and delivered by the Company to each of the Banks
     concurrently herewith in the form attached hereto as Exhibit "D"
     (with appropriate insertions acceptable to the Banks in form and
     substance) and in the face amount of each Bank's respective
     Percentage thereof.
     
          3.2    Repayment of Principal Until Term Loan Maturity Date.
     Until the Term Loan Maturity Date, when the entire unpaid principal
     balance of the Term Loan and all accrued interest and other sums
     outstanding thereon shall be paid in full (subject to the terms
     hereof), the principal Indebtedness evidenced by the Term Notes
     shall be repaid on the following dates and in the following amounts
     (irrespective of and in addition to any principal payments
     hereunder based on Excess Cash Flow, but taking into account any
     optional prepayments hereunder):
     
                 (a) on December 31, 1994, the sum of Five Million
          Dollars ($5,000,000);
     
                 (b) commencing on March 31, 1995, and on the last day
          of each calendar quarter thereafter through December 31, 1996,
          the sum of Two Million Five Hundred Thousand Dollars
          ($2,500,000);
     
                 (c) commencing on March 31, 1997, and on the last day
          of each calendar quarter thereafter through December 31, 1997,
          the sum of Three Million Seven Hundred Fifty Thousand Dollars
          ($3,750,000);
     
                 (d) commencing on March 31, 1998, and on the last day
          of each calendar quarter thereafter through December 31, 1999,
          the sum of Five Million Dollars ($5,000,000); and
     
                 (e) commencing on March 31, 2000, and on the last day
          of each calendar quarter thereafter through December 31, 2000,
          the sum of Five Million Six Hundred Twenty-Five Thousand
          Dollars ($5,625,000);

 57    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
     There shall be no readvance or reborrowing of any principal
     reductions of the Term Loan.
     
          3.3    Excess Cash Flow Recapture.  Until the Company's
     election of the Fixed Rate in accordance with Section 3.11 hereof,
     the Term Loan shall be subject to additional required principal
     reductions in the Dollar Amount of fifty percent (50%) of Excess
     Cash Flow, to be applied pro rata to the Term Notes issued by the
     Company (based on the principal amounts outstanding under such
     Notes at the time any such payments are made hereunder), payable in
     respect of each calendar year (or portion thereof) from 1994
     through 1999, on the earlier of (i) the respective dates of
     Company's delivery of financial statements for such calendar years
     under Section 7.3(b) hereof or (ii) May 31st of the succeeding
     year, as applicable, commencing on May 31, 1995 and on each May
     31st thereafter until the Term Loan Maturity Date.
     
     Principal reductions based on Excess Cash Flow shall be in addition
     to scheduled principal payments under Section 3.2 hereof, as the
     case may be, or any optional prepayments made prior thereto, and
     shall be applied against principal installments due hereunder in
     the inverse order of their maturity. There shall be no readvance or
     re-borrowing of any principal reductions of the Term Loan
     hereunder. If the Applicable Interest Rate for the Term Loan then
     in effect is the Fixed Rate, principal reductions based on Excess
     Cash Flow otherwise required under this Section 3.3 shall be
     applied first, against the Roederstein Term Loan and, next, against
     the Non-amortizing Term Loan, but only to the extent of the
     respective principal balances then outstanding thereunder, and
     shall no longer be required to be applied to the Term Loan
     hereunder.
     
          3.4    Accrual of Interest. Each Advance of Indebtedness
     evidenced by the Term Notes from time to time outstanding hereunder
     shall, from and after the date of such Advance, bear interest at
     its Applicable Interest Rate. The amount and date of each Advance,
     its Applicable Interest Rate, its Interest Period, and the amount
     and date of any repayment shall be noted on Agent's records, which
     records will be conclusive evidence thereof, absent manifest error.
     
          3.5    Prime-based Interest Payments. Interest on the unpaid
     balance of Indebtedness evidenced by the Term Notes which is funded
     or carried as a Prime-based Advance from time to time shall accrue
     from the date of such Advance to the Term Loan Maturity Date (or
     until refunded, converted or paid), at a per annum interest rate
     equal to the Prime-based Rate, and shall be payable in immediately
     available funds quarterly commencing on the last day of the
     calendar quarter in which the Advance under the applicable Term
     Notes is made, and continuing on the last day of each calendar
     quarter thereafter until the Term Loan Maturity Date. Interest
     accruing at the Prime-based Rate shall be computed on the basis of
     a 360-day year and assessed for the actual number of days elapsed,

 58    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     and in such computation effect shall be given to any change in the
     interest rate resulting from a change in the Prime-based Rate on
     the date of such change in the Prime-based Rate.
     
          3.6    Eurocurrency-based Interest Payments. Interest on
     Indebtedness evidenced by the Term Notes which is funded or carried
     as a 1-month, 2-month and 3-month Eurocurrency-based Advance from
     time to time shall accrue at its Applicable Interest Rate and shall
     be payable in immediately available funds on the last day of the
     Interest Period applicable thereto. Interest on Indebtedness
     evidenced by the Term Notes which is funded or carried as a 6-month
     Eurocurrency-based Advance outstanding from time to time shall be
     payable in immediately available funds at intervals of 3 months
     after the first day of the applicable Interest Period, and on the
     last day of the applicable Interest Period. Interest accruing at
     the Eurocurrency-based Rate shall be computed on the basis of a
     360-day year and assessed for the actual number of days elapsed
     from the first day of the Interest Period applicable thereto to,
     but not including, the last day thereof.
     
          3.7    Interest Payments on Conversions. Notwithstanding
     anything to the contrary in the preceding Sections, all accrued and
     unpaid interest on any Advance of the Term Loan converted pursuant
     to Section 3.9 hereof shall be due and payable in full on the date
     such Advance of the Term Loan is converted.
     
          3.8    Interest on Default. In the event and so long as any
     Event of Default shall exist under any Term Note or under this
     Agreement, interest shall be payable daily on all Advances
     evidenced by the Term Notes from time to time outstanding at a per
     annum rate equal to the Applicable Interest Rate, plus three
     percent (3%) for the remainder of the then existing Interest
     Period, if any, and at all other such times, with respect to
     Domestic Advances from time to time outstanding, at a per annum
     rate equal to the Prime-based Rate plus three percent (3%), and,
     with respect to Eurocurrency-based Advances from time to time
     outstanding under the Term Notes, (i) at a per annum rate
     calculated by the Agent, whose determination shall be conclusive
     absent manifest error, on a daily basis, equal to three percent
     (3%) above the interest rate per annum at which one (1) day
     deposits (or, if such amount due remains unpaid for more than three
     (3) Business Days, then for such other period of time as the Agent
     may elect which shall in no event be longer than six (6) months) in
     the relevant eurocurrency in the amount of such overdue payment due
     to the Agent are offered by the Eurocurrency Lending Office for the
     applicable period determined as provided above, or (ii) if at any
     such time such deposits are not offered by the Eurocurrency Lending
     Office, then at a rate per annum equal to three percent (3%) above
     the rate determined by the Agent to be its aggregate marginal cost
     (including the cost of maintaining any required reserves or deposit
     insurance) of carrying the amount of such Eurocurrency Advance.

 59    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          3.9    Requests for and Refundings and Conversions of
     Advances. Company may request the Advance of the Term Loan and,
     until the exercise of the Fixed Rate Option, refund any Advance of
     the Term Loan in the same type of Advance or convert any Advance of
     the Term Loan to any other type of Advance of the Term Loan only
     after delivery to Agent of a Request for Term Loan Advance and Rate
     Request executed by an authorized officer of Company and subject to
     the following:
     
                 (a)     each such Request for Term Loan Advance and
          Rate Request shall set forth the information required on the
          Request for Advance form annexed hereto as Exhibit "E",
          including without limitation:
     
                    (i)  the proposed date of Advance, which must be a
                         Business Day;
     
                   (ii)  whether the Advance is a refunding or
                         conversion of an outstanding Advance; and
     
                  (iii)  whether such Advance is to be a Prime-based
                         Advance or a Eurocurrency-based Advance, and,
                         except in the case of a Prime-based Advance,
                         the first Interest Period applicable thereto.
     
                 (b)     each such Request for Term Loan Advance and
          Rate Request shall be delivered to Agent by 12 Noon (Detroit
          time) four (4) Business Days prior to the proposed date of
          Advance, except in the case of a Prime-based Advance, for
          which the Request for Advance must be delivered by 11 a.m. on
          the proposed date of Advance;
     
                 (c)     the principal amount of such Advance, plus the
          amount of any other outstanding Indebtedness evidenced by the
          Term Notes to be then combined therewith having the same
          Applicable Interest Rate and Interest Period, if any, shall be
          (i) in the case of a Prime-based Advance at least One Million
          Dollars ($1,000,000) and (ii) in the case of a Eurocurrency-
          based Advance at least Five Million Dollars ($5,000,000);
     
                 (d)     no Advance shall have an Interest Period ending
          after the Term Loan Maturity Date, and, notwithstanding any
          provision hereof to the contrary, Company shall be required to
          select Interest Periods for sufficient portions of the Term
          Loan (or maintain sufficient portions thereof as a Prime-based
          Advance) such that the Company may make its required principal
          payments hereunder on a timely basis and otherwise in
          accordance with Sections 3.2 and 3.3, above.
     
                 (e)     upon completion of the Advance there shall be
          no more than one (1) Interest Period and two (2) Applicable

 60    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          Interest Rates (including the Prime-based Rate) with respect
          to Indebtedness evidenced by the Term Notes;
     
                 (f)     a Request for Term Loan Advance and Rate
          Request, once delivered to Agent, shall not be revocable by
          Company;
     
                 (g)     each Request for Term Loan Advance and Rate
          Request shall constitute and include a certification by the
          Company as of the date thereof that:
     
                    (i)  both before and after the Advance, the
                         obligations of the Company and its
                         Subsidiaries set forth in this Agreement and
                         the Loan Documents to which such Persons are
                         parties are valid, binding and enforceable
                         obligations of the Company, its Subsidiaries
                         and the Permitted Borrowers, as the case may
                         be;
     
                   (ii)  all conditions to Advances of the Term Loan
                         have been satisfied, and shall remain
                         satisfied to the date of Advance;
     
                  (iii)  there is no Default or Event of Default in
                         existence, and none will exist upon the making
                         of the Advance;
     
                   (iv)  the representations and warranties contained
                         in this Agreement and the Loan Documents are
                         true and correct in all material respect and
                         shall be true and correct in all material
                         respects as of the making of the Advance; and
     
                    (v)  the execution of the Request for Advance will
                         not violate the material terms and conditions
                         of any material contract, agreement or other
                         borrowing of Company or any of its
                         Subsidiaries;
     
                 (h)     each Request for Term Loan Advance and Rate
          Request shall be accompanied by such documents, instruments
          and other materials required hereunder or otherwise necessary
          to evidence satisfaction of all conditions to Advances of the
          Term Loan.
     
     In the event with respect to any Advance Company shall fail to
     timely exercise its option in accordance with this Section 3.9,
     then the principal amount thereof which is not then prepaid shall
     be converted to a Prime-based Advance in accordance with Section
     3.12 hereof (Agent to notify Company promptly of the occurrence
     thereof).

 61    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          3.10   Disbursement of Advances.
     
                 (a)     Upon receiving any Request for Term Loan
          Advance and Rate Request from Company in compliance with
          Section 3.9 hereof, Agent shall promptly notify each Bank by
          wire, telex or by telephone (confirmed by wire, telecopy or
          telex) of the amount of such Advance to be made and the date
          such Advance is to be made by said Bank pursuant to its
          Percentage of the Advance. Unless such Bank's commitment to
          make Advances hereunder shall have been suspended or
          terminated in accordance with this Agreement, each Bank shall
          make available to Agent the amount of its Percentage of the
          Advance in immediately available funds, as follows:
     
                    (i)  for Prime-based Advances, at the office of
                         Agent located at One Detroit Center, 500
                         Woodward Avenue, Detroit, Michigan 48226, not
                         later than 2:00 p.m. (Detroit time) on the
                         date of such Advance; and
     
                   (ii)  for Eurocurrency-based Advances, at the
                         Agent's Correspondent for the account of the
                         Eurocurrency Lending Office of the Agent, not
                         later than 12 Noon (the time of the Agent's
                         Correspondent) on the date of such Advance.
     
                 (b)     Subject to submission of an executed Request
          for Term Loan Advance and Rate Request by Company without
          exceptions noted in the compliance certification therein,
          Agent shall make available to Company the aggregate of the
          amounts, in Dollars, so received by it from the Banks in like
          funds:
     
                    (i)  for Prime-based Advances, not later than 4:00
                         p.m. (Detroit time) on the date of such
                         Advance by deposit to an account of the
                         Company maintained with Agent, or to such
                         other account or third party as Company may
                         reasonably direct;
     
                   (ii)  for Eurocurrency-based Advances, not later
                         than 4:00 p.m. (the time of the Agent's
                         Correspondent) on the date of such Advance, by
                         deposit to an account of the Company
                         maintained with Agent's Correspondent, or to
                         such other account or third party as Company
                         may reasonably direct.
     
                 (c)     Agent shall deliver the documents and papers
          received by it for the account of each Bank to such Bank or
          upon its order. Unless Agent shall have been notified by any
          Bank prior to the date of any proposed Advance that such Bank

 62    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          does not intend to make available to Agent such Bank's
          Percentage of the Advance, Agent may assume that such Bank has
          made such amount available to Agent on such date, as aforesaid
          and may, in reliance upon such assumption, make available to
          Company a corresponding amount. If such amount is not in fact
          made available to Agent by such Bank, as aforesaid, Agent
          shall be entitled to recover such amount on demand from such
          Bank. If such Bank does not pay such amount forthwith upon
          Agent's demand therefor, the Agent shall promptly notify
          Company and Company shall pay such amount to Agent. Agent
          shall also be entitled to recover from such Bank or Company,
          as the case may be, interest on such amount in respect of each
          day from the date such amount was made available by Agent to
          Company to the date such amount is recovered by Agent, at a
          rate per annum equal to:
     
                    (i)  in the case of such Bank, with respect to
                         Prime-based Advances, the Federal Funds
                         Effective Rate, and with respect to
                         Eurocurrency-based Advances, Agent's aggregate
                         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
     
                   (ii)  in the case of Company, the rate of interest
                         then applicable to the Term Loan.
     
          The obligation of any Bank to make any Advance hereunder shall
          not be affected by the failure of any other Bank to make any
          Advance hereunder, and no Bank shall have any liability to the
          Company or its Subsidiaries, the Agent, any other Bank, or any
          other party for another Bank's failure to make any loan or
          Advance hereunder.
     
          3.11   Fixed Rate Election. (a) The Fixed Rate Election shall
     set forth the information required on the Fixed Rate Election form
     attached hereto as Exhibit "F" and shall constitute Company's
     certification that the conditions required under subparagraph (c),
     below, have been satisfied and that Company is entitled to elect
     the Fixed Rate hereunder;
     
                 (b) The Fixed Rate Election shall be delivered to Agent
          by 11:00 a.m. (Detroit time) not less than five (5) nor
          greater than ten (10) Business Days prior to the proposed
          effective date of such election, and once delivered to Agent
          by the Company, shall not be revocable by Company;

 63    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (c) In order for the Fixed Rate to become effective,
          the following conditions shall be satisfied by the Company
          (unless waived by the Banks) on or before the proposed
          effective date of the Fixed Rate Election, and shall remain
          satisfied on the actual effective date thereof:
     
                    (i)  As of the proposed effective date of
                         the Fixed Rate Election, and as of the
                         actual effective date thereof, no
                         Eurocurrency-based Rate Advance of the
                         Term Loan shall be outstanding;
     
                   (ii)  All accrued interest outstanding under
                         the Term Notes as of the effective date
                         of the Fixed Rate Election has been paid
                         and discharged in full;
     
                  (iii)  both before and after the effective date
                         of such election, the obligations of
                         Company set forth in this Agreement are
                         valid, binding and enforceable
                         obligations of Company;
     
                   (iv)  there is no Default or Event of Default
                         in existence, and none will exist upon
                         the effective date of such election;
                         and
     
                    (v)  the execution of such election will not
                         violate the terms and conditions of any
                         material contract, agreement or other
                         borrowing of Company or any of its
                         Subsidiaries;
     
                 (d) Subject to the foregoing, the Fixed Rate Election
          shall become effective (and the Fixed Rate shall become the
          Applicable Interest Rate for the Term Loan) on the proposed
          effective date of the Fixed Rate Election, as specified by the
          Company, whereupon Agent will notify Company and the Banks
          promptly of the Fixed Rate established by it hereunder. If a
          Fixed Rate Election has been submitted by Company hereunder,
          the Prime-base Rate shall be the only rate available to
          Company for the refunding or conversion of outstanding
          Advances of the Term Loan after such submission.
     
                 (e) Company shall be entitled to deliver only one
          Fixed Rate Election for the Term Loan while this
          Agreement is in effect, and once so elected, the Fixed
          Rate shall, subject to the terms hereof, remain the
          Applicable Interest Rate for the Term Loan so long as the
          Term Loan is outstanding hereunder.

 64    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (f) Interest accruing at the Fixed Rate shall be
          payable in immediately available funds quarterly
          commencing on the last day of the calendar quarter in
          which the Fixed Rate Election shall have been made by the
          Company, and continuing on the last day of each calendar
          quarter thereafter until the Term Loan Maturity Date,
          shall be computed on the basis of a 360-day year and
          assessed for the actual number of days elapsed.  In the
          event and so long as any Event of Default shall exist
          under any Term Note or under this Agreement or any of the
          other Loan Documents, interest shall be payable daily on
          the Indebtedness evidenced by the Term Notes from time to
          time outstanding at a per annum rate equal to the Fixed
          Rate, plus three percent (3%).
     
          3.12   Prime-based Advance in Absence of Election or Upon
     Default. If, as to any outstanding Eurocurrency-based Advance,
     Agent has not received payment on the last day of the Interest
     Period applicable thereto, or does not receive a timely Request for
     Term Loan Advance and Rate Request meeting the requirements of
     Section 3.9 with respect to the refunding or conversion of such
     Advance, or if on such day a Default or Event of Default shall have
     occurred and be continuing, the principal amount thereof which is
     not then prepaid in the case of a Eurocurrency-based Advance shall
     be converted automatically to a Prime-based Advance and the Agent
     shall thereafter promptly notify Company of said action.
     
          3.13   Prepayment. (a) Company may prepay all or part of the
     outstanding balance of any Prime-based Advance(s) under its Term
     Notes at any time (subject to not less than one (1) Business Day's
     notice to Agent), provided that the amount of any partial
     prepayment by such party shall be at least One Million Dollars
     ($1,000,000) and the aggregate balance of Prime-based Advance(s)
     remaining outstanding on such Notes shall be at least Five Hundred
     Thousand Dollars ($500,000). Company may prepay all or part of any
     Eurocurrency-based Advance (subject to not less than three (3)
     Business Days' notice to Agent) only on the last day of the
     Interest Period applicable thereto, provided that the amount of any
     such partial prepayment by such party shall be at least One Million
     Dollars ($1,000,000), and the unpaid portion of such Advance which
     is refunded or converted by such party under Section 3.9 hereof
     shall be at least Five Million Dollars ($5,000,000). Furthermore,
     no such prepayment may be made using funds advanced, directly or
     indirectly, by the Banks under this Agreement or the DM Loan
     Agreement. Upon Agent's request in connection with any prepayment,
     Company shall provide evidence satisfactory to the Majority Banks
     that the source of funding for such prepayment consists of new
     equity, surplus cash (not the result of any Advance under this
     Agreement) or otherwise was not derived, directly or indirectly,
     from any Advance hereunder. Any prepayment made in accordance with
     this Section shall be applied against principal installments due
     hereunder in the inverse order of their maturity, and shall be

 65    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     without premium or penalty (subject to Section 10 hereof), but
     there shall be no readvance or reborrowing of any principal
     reductions of the Term Loan (whether or not such principal
     reductions constitute prepayments).
     
          (b)    Once the Fixed Rate becomes the applicable Interest
     Rate for the Term Loan hereunder, at its option and upon not less
     than five (5) business days prior written notice to Agent, Company
     may prepay the principal balance outstanding under the Term Loan in
     whole or in part (in amounts of not less than Five Million Dollars
     ($5,000,000) only upon payment to the Agent, for distribution to
     the Banks pro rata, of a Yield Maintenance Payment in an amount
     calculated by Agent to make the Banks whole (to the extent of the
     interest which would have been earned by the Banks but for the
     occurrence of such prepayment) on the basis of the discounted net
     present values of the interest payments that would otherwise be
     payable on the principal amount of the Term Loan being prepaid,
     after taking into account the amount of interest which would be
     payable on each interest payment due date if the principal amount
     being repaid were reinvested at the Current Market Rate (defined
     below).
     
          As used herein, "Current Market Rate" shall mean a per annum
     interest rate equal to one-half percentage point (.5%) above the
     rate reasonably determined by Agent (based on quotations from
     established dealers) to be in effect two (2) days prior to the
     repayment date in the secondary market for United States Treasury
     Securities of a comparable amount and with a comparable term to
     maturity as the principal amount being prepaid hereunder. For
     purposes of computation, the discount rate for each computation
     will be the Current Market Rate for the relevant principal
     installment.
     
     Upon any involuntary prepayment of the Term Loan hereunder, whether
     by acceleration, or otherwise, the Company shall pay to Agent, for
     distribution to the Banks pro rata, a Yield Maintenance Payment in
     an amount equal to the Yield Maintenance Payment which would have
     been due and payable hereunder if the Company had voluntarily
     elected to prepay the Term Loan (in an amount equal to such
     involuntary prepayment) on such date of involuntary prepayment. Any
     partial prepayments hereunder shall be applied to payments due
     under the Term Loan in the inverse order of their maturities.
     
          3.14   Purpose. The Term Notes to be issued by Company
     hereunder shall constitute renewal and replacement evidence of all
     present Indebtedness of the Company for the Term Loan under the
     Prior Loan Agreement.

 66    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          4.     MARGIN ADJUSTMENTS; HLT DETERMINATION; SPECIAL
                 LIMITATION
     
          4.1    Margin Adjustments. Adjustments to the Applicable
     Margin, based on Schedule 4.1, shall be implemented as follows:
     
                 (i)     Such Margin adjustments shall be given
     prospective effect only, effective (A) as to all Prime-based
     Advances outstanding hereunder, immediately upon required date of
     delivery of the financial statements required to be delivered under
     Section 7.3(b) and 7.3(c) hereof establishing applicability of the
     appropriate adjustments, if any, or on the obtaining and/or any
     change in the Rating Level then in effect, as applicable and (B) as
     to each Eurocurrency-based Advance outstanding hereunder, effective
     upon the expiration of the applicable Interest Period(s), if any,
     in effect on (x) the required date of delivery of the latest of
     such financial statements required to be delivered hereunder during
     such Interest Period(s) or (y) the date of the obtaining and/or any
     change in the Rating Level in effect hereunder, as applicable, in
     each case with no retroactivity or claw-back.
     
                (ii)     With respect to Eurocurrency-based Advances
     outstanding hereunder, an adjustment hereunder, after becoming
     effective, shall remain in effect only through the end of the
     applicable Interest Period(s) for such Eurocurrency-based Advances
     if any; provided, however, that upon the delivery of quarterly
     financial statements demonstrating any change in the Leverage Ratio
     or the obtaining and/or change in the Rating Level then in effect,
     as aforesaid, or the occurrence of any other event which under the
     terms hereof causes such adjustment no longer to be applicable,
     then any such subsequent adjustment or no adjustment, as the case
     may be, shall be effective (and said pricing shall thereby be
     adjusted up or down, as applicable) with the commencement of each
     Interest Period following such change or event, all in accordance
     with the preceding subparagraph.
     
          4.2    HLT Determination. In the event at any time (whether
     before or after the funding of the Acquisition Loans) of an HLT
     Determination, the Agent, the Banks and the Company shall commence
     negotiations in good faith to agree upon whether and, if so, the
     extent to which fees, interest rates and/or margins hereunder
     should be increased so as to reflect such HLT Determination and to
     compensate the Banks and Agent for additional costs, expenses
     and/or fees which result from or are associated with any such HLT
     Determination, including without limitation any costs resulting
     from any requirement that additional capital be allocated to the
     Indebtedness, or any portion thereof.  If Company and the Majority
     Banks agree that fees, interest rates and/or margins should be
     increased, and agree on the amount of such increase or increases,
     this Agreement may be amended to give effect to such increase or
     increases as provided in Section 13.11 hereof.  If Company and
     Majority Banks fail to agree on whether and, if so, the extent to

 67    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     which fees, interest rates and/or margins hereunder should be
     increased within 60 days after notice to Company of an HLT
     Determination as herein provided, then (i) the Agent shall, if
     requested by the Majority Banks, by written notice to the Company
     terminate the commitments of the Banks to fund and/or maintain
     Advances of the Revolving Credit and the DM Revolving Credit, and
     if still outstanding, any commitment to fund Advances of the
     Acquisition Loans, and such commitments shall thereupon terminate,
     (ii) Company shall be obligated to repay all outstanding
     Indebtedness at the end of the Interest Period applicable thereto
     and (iii) the Company may, at its option, on at least ten Business
     Days' written notice to the Agent (which shall promptly notify the
     Banks thereof) prepay all Indebtedness outstanding hereunder and
     under the other Loan Agreements by paying the aggregate principal
     amount thereof, together, with all accrued interest thereon to the
     date of prepayment; provided that, if the Company prepays any Fixed
     Rate Advance or Advances carried at the Eurocurrency-based Rate,
     the Absolute Rate, or any comparable rate, pursuant to this Section
     4.2, Company shall compensate the Banks for any resulting funding
     losses as provided in Section 11.1 hereof.  Subject to compliance
     by Company and the Permitted Borrowers with this Section 4.2, the
     Banks acknowledge that an HLT Determination shall not constitute a
     Default or an Event of Default hereunder.
     
          4.3    Special Limitation. In the event, as a result of
     increases in the value of any of the Alternative Currencies against
     the Dollar or for any other reason, the obligation of any of the
     Banks to advance additional funds hereunder and under the other
     Loan Agreements (taking into account the Dollar Amount of the
     Indebtedness outstanding from time to time under the other Loan
     Agreements, and any other Indebtedness required to be aggregated
     under 12 USCA 84, as amended, the regulations promulgated
     thereunder, or other, similar applicable law) is determined by such
     Bank to exceed its then applicable legal lending limit under 12
     USCA 84, as amended, and the regulations promulgated thereunder, or
     other, similar applicable laws, the amount of additional funds
     which such Bank shall be obligated to advance hereunder and under
     the other Loan Agreements shall immediately be reduced to the
     maximum amount which such Bank may legally advance (as determined
     by such Bank), the obligation of each of the remaining Banks
     hereunder shall be proportionately reduced, based on the applicable
     Percentages, and, to the extent necessary under such laws and
     regulations (as determined by each of the Banks, with respect to
     the applicability of such laws and regulations to itself), the
     Company shall reduce, or cause to be reduced, complying to the
     extent practicable with the remaining provisions hereof, the
     Indebtedness outstanding hereunder or under the other Loan
     Agreements by an amount sufficient to comply with such maximum
     amounts. Upon any such reduction in the obligations of the Banks
     under this Section 4.3, Company shall have the right, subject to
     the terms and conditions of this Agreement (but subsequent to
     Company's compliance with its obligation to reduce the Indebtedness

 68    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     outstanding hereunder), to add to the Banks providing financing
     hereunder a bank reasonably acceptable to the Agent for the purpose
     of restoring the shortfall created by the reduction in such
     obligations of the Banks.
     
          5.     CONDITIONS. The obligations of Banks to make Advances
     or loans pursuant to this Agreement are subject to the following
     conditions, provided however that Section 5.1 through 5.11 below
     shall only apply to the initial Advances or loans hereunder:
     
          5.1    Execution of Notes, this Agreement and the other Loan
     Documents. The Company and each of the Permitted Borrowers, as
     applicable, shall have executed and delivered to the Agent for the
     account of each Bank, the Revolving Credit Notes, the Bid Notes and
     the Term Notes, as applicable, this Agreement (including all
     schedules, exhibits, certificates, opinions, financial statements
     and other documents to be delivered pursuant hereto) and the other
     Loan Documents, and, as applicable, such Revolving Credit Notes,
     Bid Notes, Term Notes, this Agreement and the other Loan Documents
     shall be in full force and effect.
     
          5.2    Corporate Authority. Agent shall have received, with a
     counterpart thereof for each Bank: (i) certified copies of
     resolutions of the Board of Directors of the Company and each of
     the Permitted Borrowers evidencing approval of the form of this
     Agreement and the Notes and authorizing the execution and delivery
     thereof and the borrowing of Advances hereunder; (ii) (A) certified
     copies of the Company's, and the Significant Subsidiaries' articles
     of incorporation and bylaws or other constitutional documents
     certified as true and complete as of a recent date by the
     appropriate official of the jurisdiction of incorporation of each
     such entity (or, if unavailable in such jurisdiction, by a
     responsible officer of such entity); and (B) a certificate of good
     standing from the state or other jurisdictions of the Company's
     incorporation, and from the applicable states of incorporation or
     other jurisdictions of the Permitted Borrowers and the Significant
     Subsidiaries and from every state or other jurisdiction in which
     the Company, any of the Permitted Borrowers or any of the
     Subsidiaries is qualified to do business, if issued by such
     jurisdictions, subject to the limitations (as to qualification and
     authorization to do business) contained in Section 6.1, hereof.
     
          5.3    Vishay Guaranty. As security for all Indebtedness of
     the Company and the Permitted Borrowers to the Banks hereunder and
     under the other Loan Documents, the Company agrees to furnish,
     execute and deliver to Agent, or cause to be furnished, executed
     and delivered to Agent, prior to or concurrently with the initial
     borrowing hereunder, in form and substance satisfactory to Agent
     and the Banks and supported by appropriate resolutions in certified
     form authorizing same, the Vishay Guaranty.

 69    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          5.4    Domestic Guaranty. The Company agrees to furnish,
     execute and deliver to Agent, or cause to be furnished, executed
     and delivered to Agent, prior to or concurrently with the initial
     borrowing hereunder, in form and substance satisfactory to Agent
     and the Banks and supported by appropriate resolutions in certified
     form authorizing same, as security for all Indebtedness of the
     Company and the Permitted Borrowers as set forth therein, the
     Domestic Guaranty.
     
          5.5    Permitted Borrowers Guaranty. The Company agrees to
     furnish, execute and deliver to Agent, or cause to be furnished,
     executed and delivered to Agent, prior to or concurrently with the
     initial borrowing hereunder, in form and substance satisfactory to
     Agent and the Banks and supported by appropriate resolutions in
     certified form authorizing same, as security for all the
     Indebtedness of the Permitted Borrowers as set forth therein (but
     not as security for the Indebtedness of the Company), the Permitted
     Borrowers Guaranty.
     
          5.6    Representations and Warranties -- All Parties. The
     representations and warranties made by the Company, the Permitted
     Borrowers or any other party to any of the Loan Documents under
     this Agreement or any of the Loan Documents (excluding the Banks),
     and the representations and warranties of any of the foregoing
     which are contained in any certificate, document or financial or
     other statement furnished at any time hereunder or thereunder or in
     connection herewith or therewith shall have been true and correct
     in all material respects when made and shall be true and correct in
     all material respects on and as of the date of the making of the
     initial Advance hereunder.
     
          5.7    Compliance with Certain Documents and Agreements. The
     Company, and each of the Permitted Borrowers (and any of their
     respective Subsidiaries or Affiliates) shall have each performed
     and complied with all agreements and conditions contained in this
     Agreement, the Loan Documents, or any agreement or other document
     executed thereunder and required to be performed or complied with
     by each of them (as of the applicable date) and none of such
     parties shall be in default in the performance or compliance with
     any of the terms or provisions hereof or thereof.
     
          5.8    Opinion of Counsel. The Company shall furnish Agent
     prior to the initial Advance under this Agreement, and with signed
     copies for each Bank, opinions of counsel given upon the express
     instructions of the Company, dated the date hereof, and covering
     such matters as required by and otherwise satisfactory in form and
     substance to the Agent and each of the Banks.
     
          5.9    Company's Certificate.  The Agent shall have received,
     with a signed counterpart for each Bank, a certificate of a
     responsible senior officer of Company, dated the date of the making
     of the initial Advances hereunder, stating that the conditions of

 70    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     paragraphs 5.1, 5.6, 5.7, and 5.12(a) through (c) hereof have been
     fully satisfied.
     
          5.10   Payment of Agents' and Other Fees. Company shall have
     paid to the Agent the remaining installment of the Closing Fee (for
     distribution to the Banks hereunder), and to the Agent, the Agent's
     Fees and all costs and expenses required hereunder.
     
          5.11   Other Documents and Instruments. The Agent shall have
     received, with a photocopy for each Bank, such other instruments
     and documents as the Majority Banks may reasonably request in
     connection with the making of the Loans hereunder, and all such
     instruments and documents shall be satisfactory in form and
     substance to the Majority Banks.
     
          5.12   Continuing Conditions. The obligations of the Banks to
     make any of the Advances or loans under this Agreement, including
     but not limited to the initial Advances of the Revolving Credit or
     Advances of Term Loans hereunder, shall be subject to the following
     continuing conditions:
     
                 (a)     No Default or Event of Default shall have
     occurred and be continuing as of the making of the proposed
     Advance;
     
                 (b)     There shall have been no material adverse
     change in the condition (financial or otherwise), properties,
     business, results or operations of the Company or its Subsidiaries
     (taken as a whole) from December 31, 1993 (or any subsequent
     December 31st, if the Agents determine, with the concurrence of the
     Majority Banks, based on the Company's financial statements for
     such subsequent fiscal year that no material adverse change has
     occurred during such year, such determination being made solely for
     purposes of determining the applicable date under this paragraph)
     to the date of the proposed Advance hereunder;
     
                 (c)     The representations and warranties contained in
     this Agreement and the Loan Documents are true and correct in all
     material respects as of the making of the applicable Advance; and
     
                 (d)     All documents executed or submitted pursuant
     hereto shall be satisfactory in form and substance (consistent with
     the terms hereof) to Agent and its counsel and to each of the
     Banks; Agent and its counsel and each of the Banks and their
     respective counsel shall have received all information, and such
     counterpart originals or such certified or other copies of such
     materials, as Agent or its counsel and each of the Banks and their
     respective counsel may reasonably request; and all other legal
     matters relating to the transactions contemplated by this Agreement
     (including, without limitation, matters arising from time to time
     as a result of changes occurring with respect to any statutory,

 71    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     regulatory or decisional law applicable hereto) shall be
     satisfactory to counsel to Agent and counsel to each of the Banks.
     
          6.     REPRESENTATIONS AND WARRANTIES
     
          Company and each of the Permitted Borrowers (by their delivery
     of Revolving Credit Notes hereunder) represent and warrants and
     such representations and warranties shall be deemed to be
     continuing representations and warranties during the entire life of
     this Agreement:
     
          6.1    Corporate Authority. The Company and each of the
     Subsidiaries (excluding the foreign Subsidiaries of the Target
     Company until the Revalidation Date) is a corporation duly
     organized and existing in good standing under the laws of the
     applicable jurisdiction of organization, charter or incorporation;
     it, and each of the Subsidiaries (excluding the foreign
     Subsidiaries of the Target Company until the Revalidation Date)is
     duly qualified and authorized to do business as a corporation or
     foreign corporation in each jurisdiction where the character of its
     assets or the nature of its activities makes such qualification
     necessary, except where such failure to qualify and be authorized
     to do business will not have a material adverse impact on the
     Company and its Subsidiaries, taken as a whole.
     
          6.2    Due Authorization - Company. Execution, delivery and
     performance of this Agreement, the Loan Documents, the Stock
     Purchase Agreement, and any other documents and instruments
     required under this Agreement, and the issuance of the Notes by the
     Company are within its corporate powers, have been duly authorized,
     are not in contravention of law or the terms of the Company's
     Certificate of Incorporation or Bylaws, and, except as have been
     previously obtained or as referred to in Section 6.15, below, do
     not require the consent or approval, material to the transactions
     contemplated by this Agreement, the Loan Documents, or the Stock
     Purchase Agreement, of any governmental body, agency or authority.
     
          6.3    Due Authorization -- Subsidiaries. Execution, delivery
     and performance of the Loan Documents and all other documents and
     instruments executed and delivered under or in connection with this
     Agreement or the Loan Documents by each of the Permitted Borrowers
     and the Significant Subsidiaries are within the corporate powers,
     have been duly authorized, are not in contravention of law or the
     terms of articles of incorporation or bylaws or other organic
     documents of the parties thereto, as applicable, and, except as
     have been previously obtained (or as referred to in Section 6.15,
     below), do not require the consent or approval, material to the
     transactions contemplated by this Agreement, the Loan Documents, or
     the Stock Purchase Agreement, of any governmental body, agency or
     authority.

 72    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          6.4    Title to Material Property.  Each of the Company, the
     Permitted Borrowers and the Subsidiaries (excluding the domestic
     and foreign subsidiaries of the Target Company until the
     Revalidation Date) has good and valid title to the Material
     Property owned by it.
     
          6.5    Encumbrances. There are no security interests in,
     Liens, mortgages or other encumbrances on and no financing
     statements on file with respect to any property of Company or any
     of the Subsidiaries, except for those Liens permitted under Section
     8.5 hereof.
     
          6.6    Subsidiaries. As of the date of this Agreement, there
     are no directly or indirectly owned Subsidiaries of the Company,
     except for those Subsidiaries identified in Schedule 6.6, attached
     hereto.
     
          6.7    Taxes. The Company and its Subsidiaries (excluding the
     foreign subsidiaries of the Target Company until the Revalidation
     Date) each has filed on or before their respective due dates, all
     federal, state and foreign tax returns which are required to be
     filed or has obtained extensions for filing such tax returns and is
     not delinquent in filing such returns in accordance with such
     extensions and has paid all taxes which have become due pursuant to
     those returns or pursuant to any assessments received by any such
     party, as the case may be, to the extent such taxes have become
     due, except to the extent such tax payments are being actively
     contested in good faith by appropriate proceedings and with respect
     to which adequate provision has been made on the books of the
     Company or its Subsidiaries, as applicable, as may be required by
     GAAP.
     
          6.8    No Defaults. There exists no default under the
     provisions of any instrument evidencing any permitted debt of the
     Company or its Subsidiaries (excluding the foreign subsidiaries of
     the Target Company until the Revalidation Date) or connected with
     any of the Permitted Company Encumbrances, or the Permitted
     Encumbrances of the Subsidiaries, or of any agreement relating
     thereto, except where such default would not have a material
     adverse effect on the Company and its Subsidiaries taken as a whole
     and would not violate this Agreement or any of the Loan Documents
     according to the terms thereof.
     
          6.9    Enforceability of Agreement and Loan Documents --
     Company. This Agreement, each of the Loan Documents to which the
     Company is a party, including without limitation the Vishay
     Guaranty, the Stock Purchase Agreement and all other certificates,
     agreements and documents executed and delivered by Company under or
     in connection herewith or therewith have each been duly executed
     and delivered by their respective duly authorized officers and
     constitute the valid and binding obligations of the Company,
     enforceable in accordance with their respective terms, except as

 73    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     enforcement thereof may be limited by applicable bankruptcy,
     reorganization, insolvency, moratorium or similar laws affecting
     the enforcement of creditor's rights, generally and by general
     principles of equity (whether enforcement is sought in a proceeding
     in equity or at law).
     
          6.10   Enforceability of Loan Documents -- Other Parties. The
     Loan Documents, and all certificates, documents and agreements
     executed in connection therewith by the Subsidiaries or any one of
     them, including without limitation the Domestic Guaranty and the
     Permitted Borrowers Guaranty, as the case may be, have each been
     duly executed and delivered by the respective duly authorized
     officers of such parties and constitute the valid and binding
     obligations of such parties, enforceable in accordance with their
     respective terms, except as enforcement thereof may be limited by
     applicable bankruptcy, reorganization, insolvency, moratorium or
     similar laws affecting the enforcement of creditor's rights,
     generally and by general principles of equity (whether enforcement
     is sought in a proceeding in equity or at law).
     
          6.11   Non-contravention -- Company. The execution, delivery
     and performance of this Agreement and the Loan Documents and any
     other documents and instruments required under or in connection
     with this Agreement by the Company are not in contravention of the
     terms of any indenture, material agreement or material undertaking
     to which the Company is a party or by which it or its properties
     are bound or affected, except to the extent such terms have been
     waived or are not material to the transactions contemplated by this
     Agreement, the Loan Documents or the Stock Purchase Agreement.
     
          6.12   Non-contravention -- Other Parties. The execution,
     delivery and performance of those Loan Documents signed by any of
     the Subsidiaries, and any other documents and instruments required
     under or in connection with this Agreement by any of the
     Subsidiaries are not in contravention of the terms of any
     indenture, material agreement or material undertaking to which any
     of such parties is a party or by which it or its properties are
     bound or affected, except to the extent such terms have been waived
     or are not material to the transaction contemplated by this
     Agreement, the Loan Documents or the Stock Purchase Agreement.
     
          6.13   No Litigation -- Company. There is no suit, action,
     proceeding, including, without limitation, any bankruptcy
     proceeding, or governmental investigation pending against or, to
     the best knowledge of the Company, threatened or otherwise
     affecting the Company (other than any suit, action or proceeding in
     which the Company is the plaintiff and in which no counterclaim or
     cross-claim against Company has been filed), nor has the Company or
     any of its officers or directors been subject to any suit, action,
     proceeding or governmental investigation as a result of which any
     such officer or director is or may be entitled to indemnification
     by Company, except as otherwise disclosed in Schedule 6.13 attached

 74    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     hereto and except for miscellaneous suits, actions and proceedings
     which have a reasonable likelihood of being adversely determined,
     and which suits, if resolved adversely to the Company would not in
     the aggregate have a material adverse effect on the Company and its
     Subsidiaries, taken as a whole. Except as so disclosed, there is
     not outstanding against the Company any judgment, decree,
     injunction, rule, or order of any court, government, department,
     commission, agency, instrumentality or arbitrator, nor, to the best
     knowledge of the Company, is the Company in violation of any
     applicable law, regulation, ordinance, order, injunction, decree or
     requirement of any governmental body or court where such violation
     would have a material adverse effect on the Company and its
     Subsidiaries, taken as a whole.
     
          6.14   No Litigation -- Other Parties. There is no suit,
     action, proceeding (other than any suit, action or proceeding in
     which any such party is the plaintiff and in which no counterclaim
     or cross-claim against any such party has been filed), including,
     without limitation, any bankruptcy proceeding, or governmental
     investigation pending against or, to the best knowledge of the
     Company, threatened or otherwise affecting any of the Subsidiaries
     (excluding the foreign Subsidiaries of the Target Company until the
     Revalidation Date), nor has any such party or any of its officers
     or directors been subject to any suit, action, proceeding or
     governmental investigation as a result of which any such officer or
     director is or may be entitled to indemnification by such party,
     except as otherwise disclosed in Schedule 6.14 attached hereto and
     except for miscellaneous suits, actions and proceedings which have
     a reasonable likelihood of being adversely determined, which suits,
     if resolved adversely to such party, would not in the aggregate
     have a material adverse effect on the Company and its Subsidiaries,
     taken as a whole. Except as so disclosed, there is not outstanding
     against any such party any judgment, decree, injunction, rule, or
     order of any court, government, department, commission, agency,
     instrumentality or arbitrator nor, to the best knowledge of the
     Company, is any such party in violation of any applicable law,
     regulation, ordinance, order, injunction, decree or requirement of
     any governmental body or court where such violation would have a
     material adverse effect on the Company and its Subsidiaries, taken
     as a whole.
     
          6.15   Consents, Approvals and Filings, Etc. Except as have
     been previously obtained and, until consummation of the Target
     Company Acquisition, except for receipt of all necessary approvals
     of the Target Company Acquisition (or any matter arising therefrom
     or in connection therewith), no authorization, consent, approval,
     license, qualification or formal exemption from, nor any filing,
     declaration or registration with, any court, governmental agency or
     regulatory authority or any securities exchange or any other person
     or party (whether or not governmental) is required in connection
     with the execution, delivery and performance: (i) by the Company,
     of this Agreement, any of the Loan Documents to which it is a

 75    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     party, the Stock Purchase Agreement, or any other documents or
     instruments to be executed and or delivered by the Company in
     connection therewith or herewith; and (ii) by each of the Permitted
     Borrowers, of the Loan Documents to which it is a party. All such
     authorizations, consents, approvals, licenses, qualifications,
     exemptions, filings, declarations and registrations which have
     previously been obtained or made, as the case may be, are in full
     force and effect and are not the subject of any attack, or to the
     knowledge of the Company, threatened attack (in any material
     respect) by appeal or direct proceeding or otherwise.
     
          6.16   Agreements Affecting Financial Condition. Neither the
     Company nor any of its Subsidiaries (excluding the foreign
     subsidiaries of the Target Company until the Revalidation Date) is
     party to any agreement or instrument or subject to any charter or
     other corporate restriction which materially adversely affects the
     financial condition or operations of the Company and its
     Subsidiaries, taken as a whole.
     
          6.17   No Investment Company; No Margin Stock. Neither the
     Company nor any of its Subsidiaries is engaged principally, or as
     one of its important activities, directly or indirectly, in the
     business of extending credit for the purpose of purchasing or
     carrying margin stock. None of the proceeds of any of the Loans
     will be used by the Company or any of the Subsidiaries to purchase
     or carry margin stock or will be made available by the Company or
     any of the Subsidiaries in any manner to any other Person to enable
     or assist such Person in, purchasing or carrying margin stock.
     Terms for which meanings are provided in Regulation U of the Board
     of Governors of the Federal Reserve System or any regulations
     substituted therefor, as from time to time in effect, are used in
     this paragraph with such meanings. Neither the Company nor any of
     its Subsidiaries is an "investment company" within the meaning of
     the Investment Company Act of 1940, as amended.
     
          6.18   ERISA. Neither a reportable event within the meaning of
     Section 4043 of ERISA and the regulations thereunder which is
     material to the Company and its Subsidiaries taken as a whole
     (herein, a "Reportable Event") nor an Accumulated Funding
     Deficiency (herein as defined in Section 412 of the Code or Section
     302 of ERISA) has occurred during the five-year period prior to the
     date on which this representation is made or deemed made with
     respect to any Pension Plan.  Each Pension Plan has complied in all
     material respects with the applicable provisions of ERISA and the
     Code and any applicable regulations thereof (and, if applicable,
     any comparable foreign law provisions), except to the extent that
     any noncompliance, individually or in the aggregate, would not have
     a material adverse effect upon the Company and its Subsidiaries,
     taken as a whole.  No termination of a Single Employer Plan has
     occurred, and no Lien in favor of the PBGC or a Pension Plan has
     arisen, during such five-year period.  The present value of all
     accrued benefits under each Single Employer Plan maintained by the

 76    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Company or any ERISA Affiliate did not, as of the last annual
     valuation date prior to the date on which this representation is
     made or deemed made, exceed the value of the assets of such Pension
     Plan allocable to such accrued benefits.  Neither the Company nor
     any ERISA Affiliate has had a complete or partial withdrawal from
     any Multiemployer Plan within the five year period prior to the
     date of this Agreement, nor does the Company or any ERISA Affiliate
     presently intend to completely or partially withdraw from any
     Multiemployer Plan, and neither the Company nor any ERISA Affiliate
     would become subject to fines, penalties or any other liability
     under ERISA if the Company or any ERISA Affiliate were to withdraw
     completely from all Multiemployer Plans as of the valuation date
     most closely preceding the date of this Agreement. To the best of
     Company's knowledge, no such Multiemployer Plan is in bankruptcy or
     reorganization or insolvent.  There is no pending or, to the best
     of Company's knowledge, threatened litigation or investigation
     questioning the form or operation of any Pension Plan, nor is there
     any basis for any such litigation or investigation which if
     adversely determined could have a material adverse effect upon the
     Company and its Subsidiaries, taken as a whole, as of the valuation
     date most closely preceding the date of this Agreement.
     
          6.19   Environmental Matters and Safety Matters. (a) The
     Company and each Subsidiary (excluding foreign subsidiaries of the
     Target Company until the Revalidation Date) is in compliance with
     all federal, state, provincial and local laws, ordinances and
     regulations relating to safety and industrial hygiene or to the
     environmental condition, including without limitation all
     applicable Hazardous Materials Laws in jurisdictions in which the
     Company or any such Subsidiary owns or operates, a facility or
     site, or arranges for disposal or treatment of hazardous
     substances, solid waste, or other wastes, accepts for transport any
     hazardous substances, solid wastes or other wastes or holds any
     interest in real property or otherwise, except for matters which,
     individually or in the aggregate, would not have a material adverse
     effect upon the financial condition or business of the Company and
     its Subsidiaries, taken as a whole.
     
                 (b)     All federal, state, provincial, local and
     foreign permits, licenses and authorizations required for present
     or (to the best of the Company's knowledge) past use of the
     facilities and other properties or activities of the Company and
     each Subsidiary (excluding foreign subsidiaries of the Target
     Company until the Revalidation Date) have been obtained, are
     presently in effect, and there is and has been full compliance with
     all such permits, licenses or authorizations, except, in all cases,
     where the failure to comply with the foregoing would not have a
     material adverse effect on the Company and its Subsidiaries taken
     as a whole.
     
                 (c)     No demand, claim, notice, suit (in law or
     equity), action, administrative action, investigation or inquiry

 77    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     (including, without limitation, the listing of any property by any
     domestic or foreign governmental entity which identifies sites for
     remedial, clean-up or investigatory action) whether brought by any
     governmental authority, private person or entity or otherwise,
     arising under, relating to or in connection with any applicable
     Hazardous Materials Laws is pending or, to the best of the
     Company's knowledge, threatened against the Company or any of its
     Subsidiaries (excluding foreign subsidiaries of the Target Company
     until the Revalidation Date), any real property in which the
     Company or any such Subsidiary holds or, to the best of the
     Company's knowledge, has held an interest or any present or, to the
     best of the Company's knowledge, past operation of the Company or
     any such Subsidiary, except for such matters which, individually or
     in the aggregate, would not have a material adverse effect on the
     financial condition or business of the Company and its
     Subsidiaries, taken as a whole.
     
                 (d)     Neither the Company nor any of its Subsidiaries
     (excluding foreign subsidiaries of the Target Company until the
     Revalidation Date), whether with respect to present or, to the best
     of the Company's knowledge, past operations or properties, (i) is,
     to the best of the Company's knowledge, the subject of any federal
     or state investigation evaluating whether any remedial action is
     needed to respond to a release of any toxic substances, radioactive
     materials, hazardous wastes or related materials into the
     environment, (ii) has received any notice of any toxic substances,
     radioactive materials, hazardous waste or related materials in, or
     upon any of its properties in violation of any applicable Hazardous
     Materials Laws, or (iii) knows of any basis for any such
     investigation or notice, or for the existence of such a violation,
     except for such matters which, individually or in the aggregate,
     would not have a material adverse effect on the financial condition
     or business of the Company and its Subsidiaries, taken as a whole.
     
                 (e)     No release, threatened release or disposal of
     hazardous waste, solid waste or other wastes is occurring or has
     occurred on, under or to any real property in which the Company or
     any of its Subsidiaries (excluding foreign subsidiaries of the
     Target Company until the Revalidation Date) holds any interest or
     performs any of its operations, in violation of any applicable
     Hazardous Materials Laws, except for any such matters which,
     individually or in the aggregate, would not have a material adverse
     effect on the financial condition or business of the Company and
     its Subsidiaries, taken as a whole.
     
          6.20   Conditions Affecting Business or Properties. Neither
     the respective businesses nor the properties of Company or any of
     its Subsidiaries (excluding the foreign Subsidiaries of the Target
     Company until the Revalidation Date) is affected by any fire,
     explosion, accident, strike, lockout or other dispute, drought,
     storm, hail, earthquake, embargo, Act of God or other casualty
     (whether or not covered by insurance), which materially adversely

 78    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     affects, or if such event or condition were to continue for more
     than ten (10) additional days could be likely to materially
     adversely affect, any such business or property of Company and its
     Subsidiaries, taken as a whole.
     
          6.21   Accuracy of Information. Each of the Company's audited
     or unaudited financial statements previously furnished to Agents
     and the Banks by the Company prior to the date of this Agreement,
     is complete and correct in all material respects and fairly
     presents the financial condition of the Company and its
     Subsidiaries, taken as a whole, and the results of their operations
     for the periods covered thereby; any projections of operations for
     future years previously furnished by Company to Agents or the Banks
     have been prepared as the Company's good faith estimate of such
     future operations, taking into account all relevant facts and
     matters known to Company; since December 31, 1993 there has been no
     material adverse change in the financial condition of the Company
     or its Subsidiaries, taken as a whole; neither the Company, nor any
     of its Subsidiaries (excluding the Foreign Subsidiaries of the
     Target Company until the Revalidation Date) has any contingent
     obligations (including any liability for taxes) not disclosed by or
     reserved against in the December 31, 1993 balance sheet which is
     likely to have a material adverse effect on the Company and its
     Subsidiaries, taken as a whole.
     
          7.     AFFIRMATIVE COVENANTS
     
          Company covenants and agrees that it will, and, as applicable,
     it will cause its Subsidiaries to, so long as any of the Banks are
     committed to make any Advances under this Agreement and thereafter
     so long as any Indebtedness remains outstanding under this
     Agreement:
     
          7.1    Preservation of Existence, Etc. Except as otherwise
     specifically permitted hereunder, preserve and maintain its
     corporate existence and such of its rights, licenses, and
     privileges as are material to the business and operations conducted
     by it; and qualify and remain qualified to do business in each
     jurisdiction in which such qualification is material to the
     business and operations or ownership of properties, in each case of
     the Company and its Subsidiaries, taken as a whole.
     
          7.2    Keeping of Books. Keep proper books of record and
     account in which full and correct entries shall be made of all of
     its financial transactions and its assets and businesses so as to
     permit the presentation of financial statements prepared in
     accordance with GAAP.
     
          7.3    Reporting Requirements. Furnish Agent with copies for
     each Bank:

 79    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (a)     as soon as possible, and in any event within
          three calendar days after becoming aware of the occurrence of
          each Default or Event of Default, a written statement of the
          chief financial officer of the Company (or in his absence, a
          responsible senior officer) setting forth details of such
          Event of Default or event and the action which the Company has
          taken or has caused to be taken or proposes to take or cause
          to be taken with respect thereto;
     
                 (b)     as soon as available, and in any event within
          one hundred twenty (120) days after and as of the end of each
          of Company's fiscal years, a detailed Consolidated audit
          report of Company certified to by independent certified public
          accountants satisfactory to Banks together with an unaudited
          Consolidating report of Company and its Subsidiaries certified
          by an authorized officer of Company as to consistency (with
          prior financial reports and accounting periods), accuracy and
          fairness of presentation;
     
                 (c)     as soon as available, and in any event within
          sixty (60) days after and as of the end of each quarter,
          excluding the last quarter of each fiscal year, (i)
          Consolidated and Consolidating balance sheet and statement of
          profit and loss and surplus reconciliation of Company and its
          Subsidiaries certified by an authorized officer of Company as
          to consistency (with prior financial reports and accounting
          periods), accuracy and fairness of presentation and (ii) a
          Covenant Compliance Report (provided that the Company shall
          also deliver to Agent a Covenant Compliance Report, upon the
          request of Agent, with any Request for Advance hereunder, or
          otherwise at the reasonable request of Agent);
     
                 (d)     as soon as possible, and in any event within
          three calendar days after becoming aware (i) of any material
          adverse change in the financial condition of the Company, any
          of its Subsidiaries or any of the Permitted Borrowers, a
          certificate of the chief financial officer of Company (or in
          his absence, a responsible senior officer) setting forth the
          details of such change or (ii) of the taking by the Internal
          Revenue Service or any foreign taxing jurisdiction of a tax
          position (verbal or written) which could have a materially
          adverse effect upon the Company or any of its Subsidiaries (or
          any such tax position taken by the Company or any of its
          Subsidiaries) setting forth the details of such position and
          the financial impact thereof;
     
                 (e)(i)  the financial reports of VBG and its
          Subsidiaries, in accordance with the DM Loan Agreement; (ii)
          so long as any material obligations of the Seller under the
          Stock Purchase Agreement are outstanding, the financial
          reports of the Seller, if and to the extent provided to the
          Company, as and when received; and (iii), as soon as

 80    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          available, and in any event, within sixty (60) days after the
          date hereof, opening balance sheets and other financial
          reports of each of the Subsidiaries certified as aforesaid;
     
                 (f)(i)  as soon as available, the Company's 8-K, 10-Q
          and 10-K Reports filed with the federal Securities and
          Exchange Commission, and in any event, with respect to the 10-
          Q Report, within sixty (60) days of the end of each of the
          Company's fiscal quarters, and with respect to the 10-K
          Report, within one hundred twenty (120) days after and as of
          the end of each of Company's fiscal years; (ii), as soon as
          available, copies of all filings, reports or other documents
          filed by the Company or any of its Subsidiaries with the
          federal Securities and Exchange Commission or other federal
          regulatory or taxing agencies or authorities in the United
          States, or comparable agencies or authorities in England,
          Canada, France, Germany, the Netherlands or Israel, or any
          stock exchanges in such jurisdictions; and (iii) as soon as
          available, so long as any obligations of the Seller under the
          Stock Purchase Agreement are outstanding, the 8-K (to the
          extent provided to or received by the Company), 10-Q, 10-K and
          all other filings by the Seller with the federal Securities
          and Exchange Commission;
     
                 (g)     promptly as issued, all press releases, notices
          to shareholders and all other material communications
          transmitted (i) by the Company or any of its Subsidiaries or
          (ii) by the Seller, so long as any obligations of the Seller
          under the Stock Purchase Agreement are outstanding (but only
          to the extent such communications are provided to the Company)
          to the general public or to the trade or industry in which the
          Company or the Seller, as the case may be, is engaged; and
     
                 (h)     promptly, and in form to be satisfactory to
          Agent and the requesting Bank or Banks, such other information
          as Agent or any of the Banks (acting through Agent) may
          request from time to time.
     
          7.4A   Tangible Net Worth. Until the Equity Offering,
     maintain, and cause its Subsidiaries to maintain, Tangible Net
     Worth which on a Consolidated basis will at no time be less than:
     
          (a)    from the date hereof to December 30, 1994, One Hundred
                 Fifty Million Dollars ($150,000,000);
     
          (b)    from December 31, 1994 to December 30, 1995, One
                 Hundred Seventy Five Million Dollars ($175,000,000);
                 and
     
          (c)    from December 31, 1995 to December 30, 1996, Two
                 Hundred Ten Million Dollars ($210,000,000);

 81    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          (d)    from December 31, 1996 to December 30, 1997, Three
                 Hundred Fifty Million Dollars ($350,000,000); and
     
          (e)    from and after December 31, 1997, Three Hundred Fifty
                 Million Dollars ($350,000,000), plus the Net Income
                 Adjustment.
     
          7.4B   Tangible Net Worth. From and after the Equity Offering,
     maintain, and cause its Subsidiaries to maintain, Tangible Net
     Worth which on a Consolidated basis will at no time be less than:
     
          (a)    from the date hereof to December 30, 1994, Two Hundred
                 Fifty Million Dollars ($250,000,000);
     
          (b)    from December 31, 1994 to December 30, 1995, Two
                 Hundred Seventy Five Million Dollars ($275,000,000);
                 and
     
          (c)    from December 31, 1995 to December 30, 1996, Three
                 Hundred Ten Million Dollars ($310,000,000);
     
          (d)    from December 31, 1996 to December 30, 1997, Three
                 Hundred Fifty Million Dollars ($350,000,000); and
     
          (e)    from and after December 31, 1997, Three Hundred Fifty
                 Million Dollars ($350,000,000), plus the Net Income
                 Adjustment.
     
          7.5A   Leverage Ratio. Until the Equity Offering, maintain,
     and cause its Subsidiaries to maintain, a Leverage Ratio which on
     a Consolidated basis will at no time exceed:
     
          (a)    from the date hereof to December 30, 1994, 3.95 to 1.0;
     
          (b)    from December 31, 1994, to December 30, 1995, 3.65 to
                 1.0;
     
          (c)    from December 31, 1995, to December 30, 1996, 2.85 to
                 1.0; 
     
          (d)    from December 31, 1996 to December 30, 1997, 2.0 to
                 1.0; and
     
          (e)    from and after December 31, 1997, 1.75 to 1.0.
     
          7.5B   Leverage Ratio. From and after the Equity Offering,
     maintain, and cause its Subsidiaries to maintain, a Leverage Ratio
     which on a Consolidated basis will at no time exceed:
     
          (a)    from the date hereof to December 30, 1994, 3.60 to 1.0;

 82    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          (b)    from December 31, 1994, to December 30, 1995, 3.10 to
                 1.0;
     
          (c)    from December 31, 1995, to December 30, 1996, 2.40 to
                 1.0; 
     
          (d)    from December 31, 1996 to December 30, 1997, 2.0 to
                 1.0; and
     
          (e)    from and after December 31, 1997, 1.75 to 1.0.
     
          7.6    Fixed Charge Coverage Ratio. Maintain, and cause its
     Subsidiaries to maintain, Fixed Charge Coverage Ratio which on a
     Consolidated basis will at no time be less than:
     
                 (a)     from the date hereof to December 30, 1994, 2.0
                         to 1.0;
     
                 (b)     from December 31, 1994 to December 30, 1995,
                         2.15 to 1.0; and
     
                 (c)     from December 31, 1995 to December 30, 1996,
                         3.25 to 1.0; and
     
                 (d)     from and after December 31, 1996, 4.0 to 1.0.
     
          7.7    Inspections. Permit Agent and each Bank, through their
     authorized attorneys, accountants and representatives to examine
     Company's and each of the Subsidiaries' books, accounts, records,
     ledgers and assets and properties of every kind and description
     wherever located at all reasonable times during normal business
     hours, upon oral or written request of Agent; and permit Agent and
     each Bank or their authorized representatives, at reasonable times
     and intervals, to visit all of its offices, discuss its financial
     matters with its officers and independent certified public
     accountants, and by this provision Company authorizes such
     accountants to discuss the finances and affairs of Company and its
     Subsidiaries (provided that Company is given an opportunity to
     participate in such discussions) and examine any of its or their
     books and other corporate records. An examination of the records or
     properties of Company or any of its Subsidiaries may require
     revealment of proprietary and/or confidential data and information,
     and the Agent and each of the Banks agrees upon request of the
     inspected party to execute a confidentiality agreement
     (satisfactory to Agent or the inspecting Bank, as the case may be,
     and such party) on behalf of the Agent or such inspecting Bank and
     all parties making such inspections or examinations under its
     authorization; provided however that such confidentiality agreement
     shall not prohibit Agent from revealing such information to Banks
     or prohibit the inspecting Bank from revealing such information to
     Agent or another Bank.

 83    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          7.8    Taxes. Pay and discharge all taxes and other
     governmental charges, and all material contractual obligations
     calling for the payment of money, before the same shall become
     overdue, unless and to the extent only that such payment is being
     contested in good faith by appropriate proceedings and is reserved
     for, as required by GAAP on its balance sheet, or where the failure
     to pay any such matter could not have a material adverse effect on
     the Company and its Subsidiaries, taken as a whole.
     
          7.9    Further Assurances. Execute and deliver or cause to be
     executed and delivered within a reasonable time following Agent's
     request, and at the Company's expense, such other documents or
     instruments as Agent may reasonably require to effectuate more
     fully the purposes of this Agreement or the Other Loan Documents.
     
          7.10   Insurance. Maintain insurance coverage on its physical
     assets and against other business risks in such amounts and of such
     types as are customarily carried by companies similar in size and
     nature, consistent with prudent business judgment and then current
     practice.
     
          7.11   Indemnification. With respect to the Company, indemnify
     and save each Agent and the Banks harmless from all reasonable
     loss, cost, damage, liability or expenses, including reasonable
     attorneys' fees and disbursements, incurred by each of the Agents
     and the Banks by reason of an Event of Default or enforcing the
     obligations of the Company or the Permitted Borrowers under this
     Agreement, the Prior Agreements or the other Loan Documents, or in
     the prosecution or defense of any action or proceeding concerning
     any matter growing out of or connected with this Agreement, the
     Prior Agreements or any of the other Loan Documents or any
     mortgage, stock pledge or security agreement released by Agents or
     the Banks from time to time hereunder or under the Prior
     Agreements, other than resulting from the gross negligence or
     willful misconduct of Agent or the Banks; and, with respect to each
     of the Permitted Borrowers, indemnify and save each Agent and the
     Banks harmless from all reasonable loss, cost, damage, liability or
     expenses, including reasonable attorneys' fees and disbursements,
     incurred by each of the Agents and the Banks with respect to a
     Permitted Borrower by reason of an Event of Default or enforcing
     the obligations of the Permitted Borrowers under this Agreement,
     the Prior Agreements or the other Loan Documents or in the
     prosecution or defense of any action or proceeding concerning any
     matter growing out of or connected with this Agreement, the Prior
     Agreements or any of the other Loan Documents or any mortgage,
     stock pledge or security agreement released by Agents or the Banks
     from time to time hereunder or under the Prior Agreements, other
     than resulting from the gross negligence or willful misconduct of
     Agent or the Banks.
     
          7.12   Governmental and Other Approvals. Apply for, obtain
     and/or maintain in effect, as applicable, all material

 84    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     authorizations, consents, approvals, licenses, qualifications,
     exemptions, filings, declarations and registrations (whether with
     any court, governmental agency, regulatory authority, securities
     exchange or otherwise) which are necessary in connection with the
     execution, delivery and performance: (i) by the Company, of this
     Agreement, the Loan Documents, or any other documents or
     instruments to be executed and/or delivered by the Company in
     connection therewith or herewith; and (ii) by each of the
     Significant Subsidiaries, of this Agreement and the Loan Documents.
     
          7.13   Compliance with Contractual Obligations and Laws.
     Comply in all material respects with all Contractual Obligations,
     and with all applicable laws, rules, regulations and orders of any
     governmental authority, whether federal, state, local or foreign
     (including without limitation Hazardous Materials Laws), in effect
     from time to time, except to the extent that failure to comply
     therewith could not reasonably be expected to have, individually or
     in the aggregate, a material adverse effect on the business,
     operations, property or financial or other condition of the Company
     or the Permitted Borrowers and their respective Subsidiaries, taken
     as a whole, and could not reasonably be expected to materially
     adversely affect the ability of the Company or any of the
     Significant Subsidiaries to perform their respective obligations
     under any of the Loan Documents to which they are a party.
     
          7.14   ERISA. Comply in all material respects with all
     requirements imposed by ERISA as presently in effect or hereafter
     promulgated or the Internal Revenue Code (or comparable laws in
     applicable jurisdictions outside the United States of America
     relating to foreign Pension Plans) and promptly notify Banks upon
     the occurrence of any of the following events:
     
                 (a)     the termination of any Pension Plan pursuant to
     Subtitle C of Title IV of ERISA or otherwise (other than any
     defined contribution plan not subject to Section 412 of the Code
     and any Multiemployer Plan);
     
                 (b)     the appointment of a trustee by a United States
     District Court to administer any Pension Plan pursuant to ERISA;
     
                 (c)     the commencement by the PBGC, or any successor
     thereto, of any proceeding to terminate any Pension Plan;
     
                 (d)     the failure of the Company or any ERISA
     Affiliate to make any payment in respect of any Pension Plan
     required under Section 412 of the Internal Revenue Code;
     
                 (e)     the withdrawal of the Company or any ERISA
     Affiliate from any Multiemployer Plan;
     
                 (f)     the occurrence of an Accumulated Funding
     Deficiency or a Reportable Event; or

 85    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (g)     the occurrence of a Prohibited Transaction
     which could have a material adverse effect upon the Company and its
     Subsidiaries, taken as a whole.
     
          7.15   Environmental Matters.
     
          (a)    (i) Not permit any of its property (whether real or
     personal, or any portion thereof) to be involved in the use,
     generation, manufacture, storage, disposal or transportation of
     Hazardous Material, except in compliance with Hazardous Material
     Laws, and (ii) keep and maintain all of its other property (whether
     real or personal, and any portion thereof) in compliance with, and
     shall not cause or permit any activity at or condition of the
     Collateral, or any of its other property (whether real or personal,
     or any portion thereof) to be in violation of any Hazardous
     Material Laws, unless the failure to comply therewith or violation
     thereof will not materially adversely affect the Company and its
     Subsidiaries, taken as a whole.
     
          (b)    Promptly notify the Agent in writing of: (i) any and
     all enforcement, cleanup, removal or other governmental or
     regulatory actions instituted or completed pursuant to any
     applicable Hazardous Material Laws; (ii) any and all claims made by
     any Person against the Company, any of its Subsidiaries, the
     Permitted Borrowers or the Seller, or any of its other property
     (whether real or personal, or any portion thereof) relating to
     damage, contribution, cost recovery, compensation, loss or injury
     resulting from any Hazardous Material (provided that, until the
     Target Company Acquisition, notification to Agent of claims against
     the Seller shall not be required except for claims of which Company
     has actual knowledge) which could reasonably be expected to have a
     material adverse effect on the Company and its Subsidiaries, taken
     as a whole; and (iii) Company's discovery of any occurrence or
     condition on any real property or fixtures constituting a part of,
     adjoining or in the vicinity of any of its property that could
     cause any such property (or any part thereof) to be subject to any
     material restrictions on the ownership, occupancy, transferability
     or use thereof under any Hazardous Material Laws. The Agent, on
     behalf of the Banks, shall have the right to join and participate
     in, as a party if it or they so elect, any legal proceedings or
     actions initiated in connection with any of the matters described
     in subparagraphs (b) (i) or (b) (ii), above, and the Company agrees
     to pay the Agent's reasonable attorneys fees in connection
     therewith.
     
          (c)    Take any material remedial action as may be required
     under applicable law in response to the presence of any Hazardous
     Material on, under, or about any of its property (whether real or
     personal, or any part thereof), and, pursuant thereto, may enter
     into settlement agreements, consent decrees, or other compromises
     in respect of any of the matters described in subparagraphs (b) (i)
     through (iii), above, provided that, in each case, Company has

 86    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     given Banks not less than thirty (30) days prior written notice
     thereof.
     
          (d)    From and after the Target Company Acquisition, with
     respect to the properties and operations of the Target Company,
     commence and diligently proceed to completion with the necessary
     remedial, corrective or other actions identified in the
     Environmental Audits, as applicable, or as required under the Stock
     Purchase Agreement, and cause the Seller (to the extent of its
     obligations under the Stock Purchase Agreement) to do so, according
     to the time periods specified therein, or if no time periods are so
     specified, as soon as reasonably practicable; provided that
     Company's obligations under this subparagraph (d) shall not reduce
     or otherwise affect Company's other obligations hereunder.
     
          (e)    If the Target Company Acquisition is consummated,
     provide Agent, at Company's sole expense (with copies for each of
     the Banks and for Agent's counsel) on an annual basis so long as
     this Agreement remains in effect, commencing on June 30, 1995 (and
     on June 30th of each calendar year thereafter so long as any
     obligations of the Seller or of Company or any of its Subsidiaries
     shall remain outstanding under the Stock Purchase Agreement), with
     reports of its internal environmental staff or its Environmental
     Auditors as to the status of compliance by the parties thereto with
     the environmental provisions of the Stock Purchase Agreement and
     the Company's compliance with Section 7.15(d) hereof.
     
          (f)    Agent may retain (on its own behalf and on behalf of
     the Banks, but at Company's sole expense) such Environmental
     Auditors as reasonably necessary to evaluate and/or confirm
     Company's environmental responses, reports or other matters,
     including Company's compliance with Hazardous Material Laws
     generally, under this Section 7.15, or elsewhere herein.
     
          7.16   Delivery of Sfernice Authority Documents. Deliver to
     Agent, on or before August 15, 1994, (a) certified copies of the
     resolutions of the Board of Directors of Sfernice, S.A. authorizing
     (and, to the extent necessary, ratifying) the execution and
     delivery by Sfernice of the Permitted Borrowers Guaranty and (b)
     such other certificates, instruments or other documents, consents,
     authorizations or opinions of counsel reasonably requested by Agent
     or the Majority Banks in connection therewith.
     
          7.17   Joinder of Guarantors. Within ten (10) Business Days
     from the date of the consummation of the Target Company
     Acquisition, cause the Target Company and Vitramon Acquisition,
     Inc. to become guarantors under, and for all purposes of, the Loan
     Agreements and the Domestic Guaranty, by executing and delivering
     the joinder agreement attached to the Domestic Guaranty, and to
     deliver or cause to be delivered to Agent such supporting
     documentation, including without limitation corporate authority

 87    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     items, certificates and opinions of counsel, as reasonably required
     by Agent and the Majority Banks.
     
     
          8.     NEGATIVE COVENANTS
     
          Company covenants and agrees that, so long as any of the Banks
     are committed to make any Advances under this Agreement and
     thereafter so long as any Indebtedness remains outstanding, it will
     not, and it will not allow its Subsidiaries, without the prior
     written consent of the Majority Banks, to:
     
          8.1    Capital Structure, Business Objects or Purpose. Except
     as otherwise specifically permitted under this Agreement,
     
                 (a)     purchase, acquire or redeem any of its capital
          stock, except for non-vested stock granted to participants
          under the Vishay Stock Plans;
     
                 (b)     make any material change in its capital
          structure or general business objects or purpose or enter into
          any business, directly or through any Subsidiary, except for
          those businesses in which the Company and its Subsidiaries are
          engaged on the date of this Agreement or other businesses in
          the electronic components industry or which  are directly
          related thereto.
     
          8.2    Limitations on Fundamental Changes. Enter into any
     transaction of acquisition, merger, consolidation or amalgamation,
     or liquidate, wind up or dissolve itself (or suffer any liquidation
     or dissolution), or convey, sell, lease, assign, transfer or
     otherwise dispose of, all, substantially all or any material part
     of its property, business or assets, or make any material change in
     its present method of conducting business, except:
     
                 (a)     any Subsidiary may be merged or consolidated
     with or into the Company (so long as Company shall be the
     continuing or surviving corporation) or with or into any one or
     more of the Permitted Borrowers (so long as a Permitted Borrower
     shall be the continuing or surviving corporation);
     
                 (b)     any Subsidiary may sell, lease, transfer or
     otherwise dispose of any or all of its assets (upon voluntary
     liquidation or otherwise) to the Company;
     
                 (c)     any Domestic Subsidiary may sell, lease,
     transfer or otherwise dispose of any or all of its assets (upon
     voluntary liquidation or otherwise) to any other Domestic
     Subsidiary which is a 100% Subsidiary and any Foreign Subsidiary
     may sell, lease, transfer or otherwise dispose of any or all of its
     assets (upon voluntary liquidation or otherwise) to any Domestic

 88    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Subsidiary or to any other Foreign Subsidiary, provided that such
     Subsidiary is a 100% Subsidiary;
     
                 (d)     any Person other than a Subsidiary may merge or
     consolidate with and into the Company or any 100% Subsidiary so
     long as (i) the Company or such 100% Subsidiary shall be the
     surviving corporation and (ii) immediately before and immediately
     after giving effect to such merger or consolidation, no Default or
     Event of Default shall have occurred and be continuing; and
     
                 (e)     any Permitted Transfers.
     
          8.3    Guaranties. Guarantee, endorse, or otherwise become
     liable for or upon the obligations of others, except by endorsement
     of cash items for deposit in the ordinary course of business and
     except for (i) the Vishay Guaranty, (ii) the Domestic Guaranty;
     (iii) the Permitted Borrowers Guaranty, and (iv) guaranties of
     indebtedness as set forth on Schedule 8.3 attached hereto or as
     permitted under Section 8.7(d) and (e) hereof.
     
          8.4    Indebtedness. Become or remain obligated for any
     indebtedness for borrowed money, or for any indebtedness incurred
     in connection with the acquisition of any property, real or
     personal, tangible or intangible, except:
     
                 (a)     Indebtedness to Banks (or their Affiliates)
     hereunder;
     
                 (b)     Other indebtedness to third parties
     (specifically excluding Subsidiaries, Affiliates or Joint Ventures)
     issued and at all times maintained on a pari passu basis with the
     Indebtedness (or on a basis subordinate thereto), provided that
     such indebtedness be issued pursuant to documentation containing
     covenants not more restrictive in the aggregate than the covenants
     contained in this Agreement (as determined by the Company in its
     reasonable discretion) and provided further, however, that
     immediately before and immediately after such indebtedness is
     incurred (giving effect thereto), no Default or Event of Default
     has occurred and is continuing.  For purposes of this Section 8.4,
     the granting of Liens which are permitted under Section 8.5 hereof,
     shall not be deemed to constitute the entry into more restrictive
     covenants or to be other than on a pari passu basis; and
     
                 (c)     Intercompany Loans, but only to the extent
     permitted under the other applicable terms and limitations of this
     Agreement, including but not limited to Section 8.7 hereof.
     
          8.5    Liens. Permit or suffer any Lien to exist on any of its
     properties, real, personal or mixed, tangible or intangible,
     whether now owned or hereafter acquired, except:

 89    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (a)     any Lien subsequently granted by Company or any
     Subsidiary in favor of Agent on behalf of Banks;
     
                 (b)     purchase money security interests in fixed
     assets to secure purchase money indebtedness otherwise permitted
     hereunder, provided that such security interest is created
     substantially contemporaneously with the acquisition of such fixed
     assets and does not extend to any property other than the fixed
     assets so financed, and provided further that the aggregate amount
     of all such purchase money indebtedness which is secured by a
     purchase money security interest outstanding at any time hereunder
     shall not exceed five percent (5%) of Company's Tangible Net Worth;
     
                 (c)     any lien securing third-party indebtedness
     assumed pursuant to any acquisition conducted in compliance with
     this Agreement, provided that such lien is limited to the property
     so acquired and was not entered into, extended or renewed in
     contemplation of such acquisition; and
     
                 (d)     Permitted Company Encumbrances and Permitted
     Encumbrances of the Subsidiaries.
     
          8.6    Dividends. Declare or pay any dividends on or make any
     other distribution with respect to (whether by reduction of
     Stockholder's Equity or otherwise) any shares of its capital stock,
     except for stock dividends and except for (a) cash dividends by any
     100% Subsidiary to the Company or any other 100% Subsidiary
     (excluding Vishay Israel) (b) cash dividends by VBG which are
     reinvested in VBG by its shareholders in compliance with Section
     8.7 hereof and (c) cash dividends by Draloric which are reinvested
     in Draloric by VBG in compliance with Section 8.7, hereof.
     
          8.7    Investments. Make or allow to remain outstanding any
     investment (whether such investment shall be of the character of
     investment in shares of stock, evidences of indebtedness or other
     securities or otherwise) in, or any loans or advances to, any
     Person, firm, corporation or other entity or association, other
     than:
     
                 (a)     Company's current stock ownership interests in
     the Subsidiaries;
     
                 (b)     Subject to Section 8.1(b) hereof, additional
     cash investment in VBG by its shareholders or in Draloric by VBG,
     which is applied by VBG or Draloric, as the case may be,
     concurrently with such investment to reduce its Indebtedness under
     this Agreement, the DM Loan Agreement or the Roederstein Loan
     Agreement in substantially the amount of such additional
     investment;

 90    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (c)     The investments, loans and/or advances in or to
     Subsidiaries set forth on Schedule 8.7 hereto (in addition to any
     other matters set forth in this Section 8.7);
     
                 (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), in an aggregate amount at any time outstanding not to
     exceed (absent the consent of the Majority Banks), exclusive of the
     investments permitted under subsections (a) and (b) of this Section
     8.7, but including any such loans, advances or investments
     permitted under any other provision of this Agreement, Fifteen
     Percent (15%) of Tangible Net Worth;
     
                 (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 which does not constitute a 100% Subsidiary, including
     without limitation (i) loans, advances or investments permitted
     under any other provision of this Agreement and (ii) guaranties by
     the Company or any Subsidiary (valued on the basis of the aggregate
     amount of such indebtedness covered by a guaranty) of third-party
     indebtedness of any such Joint Venture or non-100% Subsidiary, in
     an aggregate amount at any time not to exceed five percent (5%) of
     Tangible Net Worth;
     
                 (f)     (i) the Target Company Acquisition, subject to
     the terms and conditions of this Agreement and (ii) foreign
     currency investments and other hedging instruments intended solely
     to protect the Company from foreign currency fluctuations directly
     related to the Target Company Acquisition;
     
                 (g)     commercial paper with a minimum rating of "A-1"
     (or better) by S&P or "P-1" (or better) by Moody's, full faith and
     credit direct obligations of the United States of America or, with
     respect to the Foreign Subsidiaries, of the central government of
     the applicable jurisdiction, or any agency thereof, certificates of
     deposit, and other short term investments (each of a duration of
     one year or less), and interest rate swaps, foreign currency
     investments and other hedging instruments in the ordinary course of
     business or otherwise entered into with any Person in order to
     obtain interest rate protection with respect to any Indebtedness
     hereunder or under the other Loan Agreements (subject to compliance
     with the other terms and conditions hereof), maintained by the
     Company or any of its Subsidiaries consistent with the present
     investment practices of such parties (as classified in the current
     financial statements of such parties);
     
                 (h)     other short term investments (excluding
     investments in Subsidiaries, Affiliates or Joint Ventures) made or
     maintained by any Foreign Subsidiary outside of the United States
     of America in the ordinary course of its business, consistent with

 91    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     the present investment practices of the Company and its
     Subsidiaries as of the date hereof (generally, and as to the
     individual and aggregate amounts and other terms thereof); and
     
                 (i)     investments, whether by acquisition of shares
     of Capital Stock, indebtedness or other obligations or security of,
     any Person (other than a Subsidiary or an Affiliate) which is a
     customer of the Company or any Subsidiary, which investment was
     made in exchange for amounts owed by such customer to the Company
     or any Subsidiary (and incurred in the ordinary course of business)
     or as an advance on the provision of goods and services in the
     ordinary course of business.
     
     In valuing any investments, loans and advances for the purpose of
     applying the limitations set forth in this Section 8.7 (except as
     otherwise expressly provided herein), such investments, loans and
     advances shall be taken at the original cost thereof, without
     allowance for any subsequent write-offs or appreciation or
     depreciation therein, but less any amount repaid or recovered on
     account of capital or principal.
     
          8.8    Accounts Receivable. Sell or assign any account, note
     or trade acceptance receivable, except to Agent on behalf of the
     Banks.
     
          8.9    Transactions with Affiliates. Enter into any
     transaction with any of its or their stockholders or officers or
     its or their affiliates, except in the ordinary course of business
     and on terms not less favorable than would be usual and customary
     in similar transactions between Persons dealing at arm's length.
     
          8.10   Operations of Vishay Israel. Permit the normal
     manufacturing or other operations of Vishay Israel (or of Company
     or any of its other Subsidiaries conducted in Israel) to be
     interrupted, stopped or delayed for any period of fourteen (14)
     consecutive days, excluding regularly scheduled vacations and
     holidays in the ordinary course of such operations.
     
          8.11   Prohibition Against Certain Restrictions. Enter into or
     otherwise become subject to any agreement or arrangement (excluding
     this Agreement) with any lender or other third party (i) which
     prohibits, restricts or otherwise limits the ability of Company to
     make loans, advances or investments to its Subsidiaries or which
     prohibits, restricts or otherwise limits the ability of any
     Subsidiary to make loans, advances or investments in any other
     Subsidiary or (ii) which prohibits, restricts or otherwise limits
     the execution, delivery or performance by Company or any Subsidiary
     of any guaranty, indemnity or similar undertaking in favor of Agent
     or the Banks.
     
          8.12   Amendment of Stock Purchase Agreement. Amend, modify or
     otherwise alter (or suffer to be amended, modified or altered) any

 92    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     of the material terms and conditions of the Stock Purchase
     Agreement, or waive (or permit to be waived) any provision thereof
     in any material respect, without the prior written approval of
     Agent and the Majority Banks.  For purposes of the Stock Purchase
     Agreement, any increase in the price stated therein, and any change
     in or waiver of conditions contained therein which are required
     under or necessary for compliance with this Agreement or the other
     Loan Documents shall (without reducing the scope of this Section
     8.13) be deemed to be material.
     
          9.     DEFAULTS
     
          9.1    Events of Default. Any of the following events is an
     "Event of Default":
     
                 (a)     non-payment of the principal or interest, when
          due, under any of the Notes issued hereunder, in accordance
          with the terms thereof;
     
                 (b)     Default in the payment of any money by Company
          or any of the Permitted Borrowers under this Agreement (other
          than as set forth in subsection (a), above), or by VBG under
          the DM Loan Agreement or by Company or VBG under the
          Roederstein Loan Agreement or by the Company under the Target
          Company Loan Agreement (other than, in each case, as set forth
          therein), within three (3) days of the date the same is due
          and payable;
     
                 (c)     default in the observance or performance of any
          of the other conditions, covenants or agreements set forth in
          this Agreement or any of the Loan Documents by any party
          thereto (provided that, with respect to the covenants set
          forth in Sections 7.8, 7.10, 7.12, 7.13 and 7.14 hereof, such
          event has continued for thirty (30) consecutive days) or the
          occurrence of any other default or Event of Default, as the
          case may be hereunder or thereunder;
     
                 (d)     any representation or warranty made by Company
          or any of the Permitted Borrowers herein or in any instrument
          submitted pursuant hereto or by any other party to the Loan
          Documents proves untrue in any material adverse respect when
          made; provided that, with respect to any misrepresentation or
          breach of warranty arising subsequent to the date hereof under
          Sections 6.7, 6.8, 6.13 through 6.15 and 6.18 of this
          Agreement solely by virtue of the nature of the
          representations and warranties hereunder as continuing, (i) as
          to Section 6.8, hereof, any applicable cure period existing in
          respect of such matters shall have expired and (ii) as to the
          remaining Sections of this Agreement specified in this
          subparagraph (d), such misrepresentation or breach of warranty
          hereunder shall have continued for a period of thirty (30)
          consecutive days;

 93    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (e)     any provision of the Vishay Guaranty, the
          Domestic Guaranty or the Permitted Borrowers Guaranty shall at
          any time for any reason (other than in accordance with its
          terms or the terms of this Agreement) cease to be valid and
          binding and enforceable against the Company or the Significant
          Subsidiaries, as applicable, or the validity, binding effect
          or enforceability thereof shall be contested by any Person, or
          the Company or any of the Significant Subsidiaries shall deny
          that it has any or further liability or obligation under the
          Vishay Guaranty, the Domestic Guaranty or the Permitted
          Borrowers Guaranty, as applicable, or the Vishay Guaranty, the
          Domestic Guaranty or the Permitted Borrowers Guaranty shall be
          terminated, invalidated or set aside or in any way cease to
          give or provide to the Banks and the Agent the benefits
          purported to be created thereby;
     
                 (f)     default in the payment of any other obligation
          of Company, its Subsidiaries or the Permitted Borrowers for
          borrowed money in excess of One Million Dollars ($1,000,000)
          (or the Alternative Currency equivalent thereof), individually
          or in the aggregate, resulting in the acceleration thereof
          prior to its expressed maturity;
     
                 (g)     the rendering of any judgment or judgments for
          the payment of money in excess of the sum of One Million
          Dollars ($1,000,000) (or the Alternative Currency equivalent
          thereof) in the aggregate against Company, any of its
          Subsidiaries or any of the Permitted Borrowers, and such
          judgments shall remain unpaid, unvacated, unbonded or unstayed
          by appeal or otherwise for a period of thirty (30) consecutive
          days, except as covered by adequate insurance with a reputable
          carrier and an action is pending in which an active defense is
          being made with respect thereto;
     
                 (h)     any Person shall engage in any Prohibited
          Transaction involving any Pension Plan, (ii) any Accumulated
          Funding Deficiency, whether or not waived, shall exist with
          respect to any Pension Plan or any Lien in favor of the PBGC
          or a Pension Plan shall arise on the assets of the Company or
          any ERISA Affiliate, (iii) a Reportable Event shall occur with
          respect to, or proceedings shall commence to have a trustee
          appointed, or a trustee shall be appointed, to administer or
          to terminate, any Single Employer Plan, (iv) any Single
          Employer Plan shall terminate for purposes of Title IV of
          ERISA or (v) the Company or any ERISA Affiliate shall, or in
          the reasonable opinion of the Majority Banks is likely to,
          incur any liability in connection with a withdrawal from, or
          the insolvency, bankruptcy or reorganization of, a
          Multiemployer Plan and in each case in clauses (i) through (v)
          above, (x) a period of sixty (60) days, or more, has elapsed
          from the occurrence of such event or condition and (y) such
          event or condition, together with all other such events or

 94    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          conditions, if any, could reasonably be expected to subject
          the Company or any of its Subsidiaries to any tax, penalty or
          other liabilities in the aggregate material in relation to the
          business, operations, property or financial or other condition
          of the Company and its Subsidiaries taken as a whole;
     
                 (i)     (A) any one Person or group of Persons acting
          in concert shall acquire or control, directly or indirectly,
          whether by ownership, proxy, voting trust or otherwise, forty
          percent (40%) or more of the voting power of the issued and
          outstanding stock of Company, other than (x) any Person or
          group of Persons beneficially owning, directly or indirectly,
          as of the date hereof capital stock of the Company with 40% or
          more of such voting power or (y) any Permitted Transferee; or
          (B) individuals who constitute the Continuing Directors cease
          for any reason to constitute at least a majority of the
          Company's directors (for purposes of this Section 9.1(i)(B),
          "Continuing Director" means any director who is currently a
          director and any director who is nominated or elected by a
          majority of Continuing Directors who are then directors);
     
                 (j)     If a creditors' committee shall have been
          appointed for the business of Company or any of its
          Subsidiaries; or if Company or any of its Subsidiaries shall
          have made a general assignment for the benefit of creditors or
          shall have been adjudicated bankrupt, or shall have filed a
          voluntary petition in bankruptcy or for reorganization or to
          effect a plan or arrangement with creditors or shall fail to
          pay its debts generally as such debts become due in the
          ordinary course of business (except as contested in good faith
          and for which adequate reserves are made in such party's
          financial statements); or shall file an answer to a creditor's
          petition or other petition filed against it, admitting the
          material allegations thereof for an adjudication in bankruptcy
          or for reorganization; or shall have applied for or permitted
          the appointment of a receiver or trustee or custodian for any
          of its property or assets; or such receiver, trustee or
          custodian shall have been appointed for any of its property or
          assets (otherwise than upon application or consent of Company,
          or any of its Subsidiaries) and such appointment has not been
          dismissed or stayed within thirty (30) days from the date of
          appointment or if an order for relief or otherwise approving
          any petition for reorganization of Company or any of its
          Subsidiaries shall be entered and shall not be dismissed or
          stayed within thirty (30) days from the date of entry thereof.
     
          9.2    Exercise of Remedies. If an Event of Default has
     occurred and is continuing hereunder: (w) the Agent shall, if
     directed to do so by the Majority Banks, declare the Banks'
     commitments to lend hereunder shall immediately and automatically
     terminated; (x) the Agent shall, if directed to do so by the
     Majority Banks, declare the entire unpaid principal Indebtedness,

 95    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     including the Notes, immediately due and payable, without
     presentment, notice or demand, all of which are hereby expressly
     waived by Company and the Permitted Borrowers; (y) upon the
     occurrence of any Event of Default specified in subsection 9.1 (j),
     above, and notwithstanding the lack of any declaration by Agent
     under preceding clauses (w) or (x), the entire unpaid principal
     Indebtedness, including the Notes, shall become automatically due
     and payable; and (z) the Agent shall, if directed to do so by the
     Majority Banks or the Banks, as applicable (subject to the terms
     hereof), exercise any remedy permitted by this Agreement, the Loan
     Documents or law.
     
          9.3    Rights Cumulative. No delay or failure of Agent and/or
     Banks in exercising any right, power or privilege hereunder shall
     affect such right, power or privilege, nor shall any single or
     partial exercise thereof preclude any further exercise thereof, or
     the exercise of any other power, right or privilege. The rights of
     Banks under this Agreement are cumulative and not exclusive of any
     right or remedies which Banks would otherwise have.
     
          9.4    Waiver by Company of Certain Laws. To the extent
     permitted by applicable law, Company and each of the Permitted
     Borrowers hereby agree to waive, and do hereby absolutely and
     irrevocably waive and relinquish the benefit and advantage of any
     valuation, stay, appraisement, extension or redemption laws now
     existing or which may hereafter exist, which, but for this
     provision, might be applicable to any sale made under the judgment,
     order or decree of any court, on any claim for interest on the
     Notes, and further 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 Banks (or any of them), on one hand, and the
     Company or any of the Permitted Borrowers, on the other hand, are
     parties, whether or not such actions or proceedings arise out of
     this Agreement or the Loan Documents, or otherwise. These waivers
     have been voluntarily given, with full knowledge of the
     consequences thereof.
     
          9.5    Waiver of Defaults. No Event of Default shall be waived
     by the Banks except in a writing signed by an officer of the Agent
     in accordance with Section 13.11 hereof. No single or partial
     exercise' of any right, power or privilege hereunder, nor any delay
     in the exercise thereof, shall preclude other or further exercise
     of the Banks' rights by Agent. No waiver of any Default or Event of
     Default shall extend to any other or further Default or Event of
     Default. No forbearance on the part of the Agent or any Bank in
     enforcing any of the Banks' rights shall constitute a waiver of any
     of their rights. Company and each of the Permitted Borrowers
     expressly agrees that this Section may not be waived or modified by
     the Banks or Agent by course of performance, estoppel or otherwise.
     
          9.6    Cross-Default. In addition to the other Events of
     Default specified herein, any failure to perform and discharge when

 96    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     due, after allowance for any applicable cure period, any of the
     obligations, covenants and agreements required to be performed
     under the provisions of any instruments evidencing or securing any
     other present and future borrowings of Company or any of the
     Permitted Borrowers from the Banks (or from Agent) in renewal or
     extension of, or related to this Agreement or any of the Loan
     Documents shall be an Event of Default under the provisions of this
     Agreement entitling Agent, with the consent of the Majority Banks,
     (without notice or any cure period except as expressly provided
     herein or therein) to exercise any and all rights and remedies
     provided hereby. Any Event of Default under this Agreement or under
     any of the Loan Documents shall also constitute a default under all
     other instruments securing this or any other present or future
     borrowings, or any agreements in relation thereto, entitling Agent
     and the Banks to exercise any and all rights and remedies provided
     therein.
     
          10.    PAYMENTS, RECOVERIES AND COLLECTIONS.
     
          10.1   Payment Procedure.
     
                 (a)     All payments by Company and/or by any of the
          Permitted Borrowers of principal of, or interest on, the
          Revolving Credit Notes, the Term Notes or of any Fees, shall
          be made without setoff or counterclaim on the date specified
          for payment under this Agreement not later than 11:00 a.m.
          (Detroit time) in Dollars in immediately available funds to
          Agent, for the ratable account of the Banks, at Agent's office
          located at One Detroit Center, Detroit, Michigan 48226, in
          respect of Domestic Advances. Payments made in respect of any
          Advance in any Alternative Currency shall be made in such
          Alternative Currency in immediately available funds for the
          account of Agent's Eurocurrency Lending Office, at the Agent's
          Correspondent, for the ratable account of the Banks, not later
          than 11:00 a.m. (the time of Agent's Correspondent). Upon
          receipt of each such payment, the Agent shall make prompt
          payment to each Bank, or, in respect of Eurocurrency-based
          Advances, such Bank's Eurocurrency Lending Office, in like
          funds and currencies, of all amounts received by it for the
          account of such Bank.
     
                 (b)     Unless the Agent shall have been notified by
          the Company prior to the date on which any payment to be made
          by the Company or the applicable Permitted Borrower is due
          that the Company or the applicable Permitted Borrower does not
          intend to remit such payment, the Agent may, in its
          discretion, assume that the Company has remitted such payment
          when so due and the Agent may, in reliance upon such
          assumption, make available to each Bank on such payment date
          an amount equal to such Bank's share of such assumed payment.
          If the Company or the applicable Permitted Borrower has not in
          fact remitted such payment to the Agent, each Bank shall

 97    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

          forthwith on demand repay to the Agent in the applicable
          currency the amount of such assumed payment made available to
          such Bank, together with the interest thereon, in respect of
          each day from and including the date such amount was made
          available by the Agent to such Bank to the date such amount is
          repaid to the Agent at a rate per annum equal to (i) for
          Domestic Advances, the Federal Funds Effective Rate (daily
          average), as the same may vary from time to time, and (ii)
          with respect to Eurocurrency-based Advances, Agent's aggregate
          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) of carrying such amount.
     
                 (c)     Whenever any payment to be made hereunder
          (other than payments in respect of any Eurocurrency-based
          Advance) shall otherwise be due on a day which is not a
          Business Day, such payment shall be made on the next
          succeeding Business Day and such extension of time shall be
          included in computing interest, if any, in connection with
          such payment. Whenever any payment of principal of, or
          interest on, a Eurocurrency-based Advance shall be due on a
          day which is not a Business Day the date of payment thereof
          shall be extended to the next succeeding Business Day unless
          as a result thereof it would fall in the next calendar month,
          in which case it shall be shortened to the next preceding
          Business Day and, in the case of a payment of principal,
          interest thereon shall be payable for such extended or
          shortened time, if any.
     
                 (d)     Except as otherwise provided in this Agreement
          or the other Loan Documents (and subject to the terms and
          conditions thereof), all payments by the Company of principal
          of, or interest on, the Bid Notes shall be made to the
          applicable Bank in Dollars without setoff or counterclaim on
          the dates and other terms provided in such Notes.
     
                 (e)     All payments to be made by the Company or any
          of the Permitted Borrowers under this Agreement or any of the
          Notes (including without limitation payments under the Bid
          Notes) shall be made without set-off or counterclaim, as
          aforesaid, and without deduction for or on account of any
          present or future withholding or other taxes of any nature
          imposed by any governmental authority or of any political
          subdivision thereof or any federation or organization of which
          such governmental authority may at the time of payment be a
          member, unless Company or any of the Permitted Borrowers, as
          the case may be, is compelled by law to make payment subject
          to such tax. In such event, Company and the applicable
          Permitted Borrowers shall:

 98    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                    (i)  pay to the Agent, or cause the applicable
                         Permitted Borrowers to pay to Agent, for
                         Agent's own account and/or, as the case may
                         be, for the account of the Banks (and, in the
                         case of Bid Advances, pay to the applicable
                         Bid Lender which funded such Advances) such
                         additional amounts as may be necessary to
                         ensure that the Agent and/or such Bank or
                         Banks receive a net amount in the applicable
                         Permitted Currency equal to the full amount
                         which would have been receivable had payment
                         not been made subject to such tax; and
     
                    (ii) remit such tax to the relevant taxing
                         authorities according to applicable law, and
                         send to the Agent or the applicable Bid
                         Lender, as the case may be, such certificates
                         or certified copy receipts as the Agent or
                         such Bid Lender shall reasonably require as
                         proof of the payment by the Company or the
                         applicable Permitted Borrower, of any such
                         taxes payable by the Company or any Permitted
                         Borrower.
     
          As used herein, the terms "tax", "taxes" and "taxation"
     include all existing taxes, levies, imposts, duties, charges, fees,
     deductions and withholdings and any restrictions or conditions
     resulting in a charge together with interest thereon and fines and
     penalties with respect thereto which may be imposed by reason of
     any violation or default with respect to the law regarding such
     tax, assessed as a result of or in connection with the transactions
     in any Alternative Currency hereunder, or the payment and or
     receipt of funds in any Alternative Currency hereunder, or the
     payment or delivery of funds into or out of any jurisdiction other
     than the United States (whether assessed against Company, any of
     the Permitted Borrowers, Agent or any of the Banks).
     
          10.2   Application of Proceeds. Notwithstanding anything to
     the contrary in this Agreement, upon the occurrence and during the
     continuance of any Event of Default, any offsets or voluntary
     payments by the Company, any of the Permitted Borrowers or others
     and any other sums received or collected in respect of the
     Indebtedness, shall be applied, first, to the Notes pro rata, based
     on the aggregate Indebtedness then outstanding thereunder (or in
     such other order and manner as determined by all of the Banks,
     next, to any other Indebtedness on a pro rata basis (as aforesaid),
     and then, if there is any excess, to the Company or the applicable
     Permitted Borrower, as the case may be.
     
          10.3   Pro-rata Recovery. If any Bank shall obtain any payment
     or other recovery (whether voluntary, involuntary, by application
     of offset or otherwise) on account of principal of, or interest on,

 99    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     any of the Revolving Credit Notes or Term Notes in excess of its
     pro rata share of payments then or thereafter obtained by all Banks
     upon principal of and interest on all such Revolving Credit Notes
     or Term Notes, such Bank shall purchase from the other Banks such
     participations in the Revolving Credit Notes and Term Notes held by
     them as shall be necessary to cause such purchasing Bank to share
     the excess payment or other recovery ratably in accordance with the
     Percentage held by each of them in such Notes; provided, however,
     that if all or any portion of the excess payment or other recovery
     is thereafter recovered from such purchasing holder, the purchase
     shall be rescinded and the purchase price restored to the extent of
     such recovery, but without interest.
     
          10.4   Deposits and Accounts. In addition to and not in
     limitation of any rights of any Bank or other holder of any of the
     Notes under applicable law, each Bank and each other such holder
     shall, upon acceleration of the Indebtedness under the Notes and
     without notice or demand of any kind, have the right to appropriate
     and apply to the payment of the Notes owing to it (whether or not
     then due) any and all balances, credits, deposits, accounts or
     moneys of Company or any of the Permitted Borrowers then or
     thereafter with such Bank or other holder; provided, however, that
     any such amount so applied by any Bank or other holder on any of
     the Notes owing to it shall be subject to the provisions of Section
     10.3, hereof.
     
          11.    CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS.
     
          11.1   Reimbursement of Prepayment Costs. As to any Absolute
     Rate Advance or Eurocurrency-based Advance, if any prepayment
     thereof shall occur, whether by Company or any of the Permitted
     Borrowers, on any day other than the last day of an Interest Period
     (whether pursuant to this Agreement or by acceleration, or
     otherwise), or if the rate applicable to such Advance shall be
     changed during any Interest Period pursuant to this Agreement,
     Company and the applicable Permitted Borrower shall reimburse each
     of the Banks on demand for any costs incurred by such Banks as a
     result of the timing thereof, including but not limited to any net
     costs incurred in liquidating or employing deposits from third
     parties. Each Bank demanding reimbursement under this Section 11.1
     shall deliver to Company a certificate setting forth the basis for
     determining such costs, which certificate shall be conclusively
     presumed correct save for manifest error.
     
          11.2   Eurocurrency Lending Office. For any Advance to which
     the Eurocurrency-based Rate is applicable, if Agent or a Bank, as
     applicable, shall designate a Eurocurrency Lending Office which
     maintains books separate from those of the rest of Agent, Agent or
     such Bank, as the case may be, shall have the option of maintaining
     and carrying the relevant Advance on the books of such Eurocurrency
     Lending Office.

 100    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
          11.3   Availability of Alternative Currency. The Agent and the
     Banks shall not be required to make any Advance requested to be
     made in an Alternative Currency if, at any time prior to making
     such Advance, the Agent or the Banks (after consultation with
     Agent) shall determine, in its sole discretion, that (i) deposits
     in the applicable Alternative Currency in the amounts and
     maturities required to fund such Advance will not be available to
     the Agent and the Banks; (ii) a fundamental change has occurred in
     the foreign exchange or interbank markets with respect to the
     applicable Alternative Currency (including, without limitation,
     changes in national or international financial, political or
     economic conditions or currency exchange rates or exchange
     controls); or (iii) it has become otherwise materially impractical
     for the Agent or the Banks, as applicable, to make such Advance in
     the applicable Alternative Currency. The Agent or the applicable
     Bank, as the case may be, shall promptly notify the Company and
     Banks of any such determination.
     
          11.4   Refunding Advances in Same Currency. If pursuant to any
     provisions of this Agreement, the Company or any of the Permitted
     Borrowers repays one or more Advances and on the same day borrows
     an amount in the same currency, the Agent (or the applicable Bank,
     in the case of a Bid Advance) shall apply the proceeds of such new
     borrowing to repay the principal of the Advance or Advances being
     repaid and only an amount equal to the difference (if any) between
     the amount being borrowed and the amount being repaid shall be
     remitted by the Agent to the Company or the Permitted Borrowers, or
     by the Company or the Permitted Borrowers to the Agent, as the case
     may be.
     
          11.5   Circumstances Affecting Eurocurrency-based Rate
     Availability. If with respect to any Interest Period Agent or the
     Banks (after consultation with Agent) shall determine that, by
     reason of circumstances affecting the foreign exchange and
     interbank markets generally, deposits in Eurodollars or in any
     applicable Alternative Currency, as the case may be, in the
     applicable amounts are not being offered to the Agent for such
     Interest Period, then Agent shall forthwith give notice thereof to
     the Company. Thereafter, until Agent notifies Company and the
     Permitted Borrowers that such circumstances no longer exist, (i)
     the obligation of Banks to make Eurocurrency-based Advances, as the
     case may be (other than in any applicable Alternative Currency with
     respect to which deposits are available, as required hereunder),
     and the right of Company to convert an Advance to or refund an
     Advance as a Eurocurrency-based Advance, as the case may be (other
     than in any applicable Alternative Currency with respect to which
     deposits are available, as required hereunder), shall be suspended,
     and (ii) the Company shall repay in full (or cause to be repaid in
     full) the then outstanding principal amount of each such
     Eurocurrency-based Advance covered hereby in the applicable
     Alternative Currency, together with accrued interest thereon, any
     amounts payable under Section 11.8, hereof, and all other amounts

 101    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     payable hereunder on the last day of the then current Interest
     Period applicable to such Advance. Upon the date for repayment as
     aforesaid and unless Company notifies Agent to the contrary within
     two (2) Business Days after receiving a notice from Agent pursuant
     to this Section, such outstanding principal amount shall be
     converted to a Prime-based Advance as of the last day of such
     Interest Period.
     
          11.6   Laws Affecting Eurocurrency-based Advance Availability.
     If, after the date hereof, the introduction of, or any change in,
     any applicable law, rule or regulation or in the interpretation or
     administration thereof by any governmental authority charged with
     the interpretation or administration thereof, or compliance by any
     of the Banks (or any of their respective Eurocurrency Lending
     Offices) with any request or directive (whether or not having the
     force of law) of any such authority, shall make it unlawful or
     impossible for any of the Banks (or any of their respective
     Eurocurrency Lending Offices) to honor its obligations hereunder to
     make or maintain any Advance with interest at the Eurocurrency-
     based Rate, or in an Alternative Currency, such Bank shall
     forthwith give notice thereof to Company and to Agent. Thereafter,
     (a) the obligations of Banks to make Eurocurrency-based Advances or
     Advances in any such Alternative Currency and the right of Company
     to convert an Advance or refund an Advance as a Eurocurrency-based
     Advance or as an Advance in any such Alternative Currency shall be
     suspended and thereafter Company may select as Applicable Interest
     Rates or as Alternative Currencies only those which remain
     available and which are permitted to be selected hereunder, and (b)
     if any of the Banks may not lawfully continue to maintain an
     Advance to the end of the then current Interest Period applicable
     thereto as a Eurocurrency-based Advance or in such Alternative
     Currency, the applicable Advance shall immediately be converted to
     a Prime-based Advance (in the Dollar Amount thereof) and the Prime-
     based Rate shall be applicable thereto for the remainder of such
     Interest Period. For purposes of this Section, a change in law,
     rule, regulation, interpretation or administration shall include,
     without limitation, any change made or which becomes effective on
     the basis of a law, rule, regulation, interpretation or
     administration presently in force, the effective date of which
     change is delayed by the terms of such law, rule, regulation,
     interpretation or administration.
     
          11.7   Increased Cost of Eurocurrency-based Advances. If the
     adoption after the date hereof, or any change after the date hereof
     in, any applicable law, rule or regulation of any governmental
     authority, central bank or comparable agency charged with the
     interpretation or administration thereof, or compliance by Agent or
     any of the Banks (or any of their respective Eurocurrency Lending
     Offices) with any request or directive (whether or not having the
     force of law) made by any such authority, central bank or
     comparable agency after the date hereof:

 102    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (a)     shall subject any of the Banks (or any of their
          respective Eurocurrency Lending Offices) to any tax, duty or
          other charge with respect to any Advance or any Note or shall
          change the basis of taxation of payments to any of the Banks
          (or any of their respective Eurocurrency Lending Offices) of
          the principal of or interest on any Advance or any Note or any
          other amounts due under this Agreement in respect thereof
          (except for changes in the rate of tax on the overall net
          income of any of the Banks or any of their respective
          Eurocurrency Lending Offices imposed by the jurisdiction in
          which such Bank's principal executive office or Eurocurrency
          Lending Office is located); or
     
                 (b)     shall impose, modify or deem applicable any
          reserve (including, without limitation, any imposed by the
          Board of Governors of the Federal Reserve System), special
          deposit or similar requirement against assets of, deposits
          with or for the account of, or credit extended by any of the
          Banks (or any of their respective Eurocurrency Lending
          Offices) or shall impose on any of the Banks (or any of their
          respective Eurocurrency Lending Offices) or the foreign
          exchange and interbank markets any other condition affecting
          any Advance or any of the Notes;
     
     and the result of any of the foregoing is to increase the costs to
     any of the Banks of maintaining any part of the Indebtedness
     hereunder as a Eurocurrency-based Advance or as an Advance in any
     Alternative Currency or to reduce the amount of any sum received or
     receivable by any of the Banks under this Agreement or under the
     Notes in respect of a Eurocurrency-based Advance or any Advance in
     an Alternative Currency, whether with respect to Advances to
     Company or to any of the Permitted Borrowers, then such Bank shall
     promptly notify Agent (or, in the case of a Bid Advance, shall
     notify Company directly, with a copy of such notice to Agent), and
     Agent (or such Bank, as aforesaid) shall promptly notify Company of
     such fact and demand compensation therefor and, within fifteen (15)
     days after such notice, Company agrees to pay to such Bank such
     additional amount or amounts as will compensate such Bank or Banks
     for such increased cost or reduction. Agent will promptly notify
     Company of any event of which it has knowledge which will entitle
     Banks to compensation pursuant to this Section, or which will cause
     Company to incur additional liability under Section 10.1(e) hereof,
     provided that Agent shall incur no liability whatsoever to the
     Banks or Company in the event it fails to do so. A certificate of
     Agent (or such Bank, if applicable) setting forth the basis for
     determining such additional amount or amounts necessary to
     compensate such Bank or Banks shall be conclusively presumed to be
     correct save for manifest error. For purposes of this Section, a
     change in law, rule, regulation, interpretation, administration,
     request or directive shall include, without limitation, any change
     made or which becomes effective on the basis of a law, rule,
     regulation, interpretation, administration, request or directive

 103    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     presently in force, the effective date of which change is delayed
     by the terms of such law, rule, regulation, interpretation,
     administration, request or directive.
     
          11.8   Indemnity. The Company will indemnify Agent and each of
     the Banks against any loss or expense which may arise or be
     attributable to the Agent's and each Bank's obtaining, liquidating
     or employing deposits or other funds acquired to effect, fund or
     maintain the Advances (a) as a consequence of any failure by the
     Company or any of the Permitted Borrowers to make any payment when
     due of any amount due hereunder in connection with an Absolute Rate
     Advance or a Eurocurrency-based Advance, (b) due to any failure of
     the Company or any of the Permitted Borrowers to borrow on a date
     specified therefor in a Request for Advance or Bid Acknowledgment
     (c) due to any payment or prepayment of any Absolute Rate Bid
     Advance or Eurocurrency-based Advance on a date other than the last
     day of the Interest Period for such Advance. Such loss or expense
     shall be calculated based upon the present value, as applicable, of
     payments due from the Company or any of the Permitted Borrowers
     with respect to a deposit obtained by the Agent or any of the Banks
     in order to fund such Advance to the Company or to any of the
     Permitted Borrowers. The Agent's and each Bank's, as applicable,
     calculations of any such loss or expense shall be furnished to the
     Company and shall be conclusive, absent manifest error.
     
          11.9   Judgment Currency. The obligation of the Company and of
     the Permitted Borrowers to make payments of the principal of and
     interest on the Notes and any other amounts payable hereunder in
     the currency specified for such payment herein or in the Notes
     shall not be discharged or satisfied by any tender, or any recovery
     pursuant to any judgment, which is expressed in or converted into
     any other currency, except to the extent that such tender or
     recovery shall result in the actual receipt by each of the Banks of
     the full amount of the particular Permitted Currency expressed to
     be payable herein or in the Notes. The Agent (or the applicable
     Bank, in the case of a Bid Advance) shall, using all amounts
     obtained or received from the Company and from Permitted Borrowers
     pursuant to any such tender or recovery in payment of principal of
     and interest on the Notes, promptly purchase the applicable
     Permitted Currency at the most favorable spot exchange rate
     determined by the Agent to be available to it. The obligation of
     the Company and of the Permitted Borrowers to make payments in the
     applicable Permitted Currency shall be enforceable as an
     alternative or additional cause of action solely for the purpose of
     recovering in the applicable Permitted Currency the amount, if any,
     by which such actual receipt shall fall short of the full amount of
     the Permitted Currency expressed to be payable herein or in the
     Notes.
     
          11.10  Other Increased Costs. In the event that at any time
     after the date of this Agreement any change in law such as
     described in Section 11.7 hereof, shall, in the opinion of the

 104    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Agent or any of the Banks (as certified to Agent in writing by such
     Bank) require that the Revolving Credit or any other Indebtedness
     or commitment under this Agreement or any of the other Loan
     Agreements be treated as an asset or otherwise be included for
     purposes of calculating the appropriate amount of capital to be
     maintained by each of the Banks or any corporation controlling such
     Banks, as the case may be, the Agent shall notify the Company. The
     Company and the Agent shall thereafter negotiate in good faith an
     agreement to increase the Revolving Credit Commitment Fee or other
     fees payable to the Agent, for the benefit of the Banks under this
     Agreement, which in the opinion of the Agent, will adequately
     compensate the Banks for the costs associated with such change in
     law. If such increase is approved in writing by the Company within
     thirty (30) days from the date of the notice to the Company from
     the Agent, the Revolving Credit Commitment Fee or other fees (if
     applicable) payable by the Company under this Agreement shall,
     effective from the date of such agreement, include the amount of
     such agreed increase. If the Company and the Agent are unable to
     agree on such an increase within thirty (30) days from the date of
     the notice to the Company, the Company shall have the option,
     exercised by written notice to the Agent within forty-five (45)
     days from the date of the aforesaid notice to the Company from the
     Agent, to terminate the Revolving Credit or other commitments if
     applicable, in which event, all sums then outstanding to Banks and
     to Agent hereunder shall be due and payable in full. If (a) the
     Company and the Agent fail to agree on an increase in the Revolving
     Credit Commitment Fee or other fees (if applicable), or (b) the
     Company fails to give timely notice that it has elected to exercise
     its option to terminate the Revolving Credit or other commitments,
     if applicable, as set forth above, then the Revolving Credit and
     such other commitments shall automatically terminate as of the last
     day of the aforesaid forty-five (45) day period, in which event all
     sums then outstanding to Banks and to Agent hereunder shall be due
     and payable in full.
     
          12.    AGENT
     
          12.1   Appointment of Agent. Each Bank and the holder of each
     Note appoints and authorizes Agent to act on behalf of such Bank or
     holder under the Loan Documents and to exercise such powers
     hereunder and thereunder as are specifically delegated to or
     required of Agent by the terms hereof and thereof, together with
     such powers as may be reasonably incidental thereto. Each Bank
     agrees (which agreement shall survive any termination of this
     Agreement) to reimburse Agent for all reasonable out-of-pocket
     expenses (including in-house and outside attorneys' fees) incurred
     by Agent hereunder or in connection herewith or with any Default or
     Event of Default or in enforcing the obligations of Company or the
     Permitted Borrowers under this Agreement or the other Loan
     Documents or any other instrument executed pursuant hereto, and for
     which Agent is not reimbursed by Company, pro rata according to
     such Bank's Percentage. Agent shall not be required to take any

 105    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     action under the Loan Documents, or to prosecute or defend any suit
     in respect of the Loan Documents, unless indemnified to its
     satisfaction by the Banks against loss, costs, liability and
     expense. If any indemnity furnished to Agent shall become impaired,
     it may call for additional indemnity and cease to do the acts
     indemnified against until such additional indemnity is given.
     
          12.2   Deposit Account with Agent. Each of Company and the
     Permitted Borrowers hereby authorizes Agent to charge its general
     deposit account, if any, maintained with Agent for the amount of
     any principal, interest, or other amounts or costs due under this
     Agreement when the same becomes due and payable under the terms of
     this Agreement or the Revolving Credit Notes or the Term Notes, or
     any Bid Notes payable to Agent.
     
          12.3   Exculpatory Provisions. Agent agrees to exercise its
     rights and powers, and to perform its duties, as Agent hereunder
     and under the Loan Documents in accordance with its usual customs
     and practices in bank-agency transactions, but only upon and
     subject to the express terms and conditions of Section 12, hereof
     (and no implied covenants or other obligations shall be read into
     this Agreement against the Agent); neither Agent nor any of its
     directors, officers, employees or agents shall be liable to any
     Bank for any action taken or omitted to be taken by it or them
     under this Agreement or any document executed pursuant hereto, or
     in connection herewith or therewith, except for its or their own
     willful misconduct or gross negligence, nor be responsible for any
     recitals or warranties herein or therein made by any other Person,
     nor for the effectiveness, enforceability, validity or due
     execution (other than its own due execution and delivery) of this
     Agreement or any document executed pursuant hereto, or any security
     thereunder, nor to make any inquiry respecting the performance by
     Company, any of its Subsidiaries or any of the Permitted Borrowers
     of its obligations hereunder or thereunder. Nor shall Agent have,
     or be deemed to have, a fiduciary relationship with any Bank by
     reason of this Agreement. Agent shall be entitled to rely upon
     advice of counsel concerning legal matters and upon any notice,
     consent, certificate, statement or writing which it believes to be
     genuine and to have been presented by a proper person.
     
          12.4   Successor Agents. Agent may resign as such at any time
     upon at least 30 days prior notice to Company and all Banks. If
     Agent at any time shall resign or if the office of Agent shall
     become vacant for any other reason, Majority Banks shall, by
     written instrument, appoint a successor Agent (satisfactory to such
     Majority Banks) which shall thereupon become Agent hereunder and
     shall be entitled to receive from the prior Agent such documents of
     transfer and assignment as such successor Agent may reasonably
     request. Such successor Agent shall succeed to all of the rights
     and obligations of the retiring Agent as if originally named. The
     retiring or removed Agent shall duly assign, transfer and deliver
     to such successor Agent all moneys at the time held by the retiring

 106    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     or removed Agent hereunder after deducting therefrom its expenses
     for which it is entitled to be reimbursed. Upon such succession of
     any such successor Agent, the retiring agent shall be discharged
     from its duties and obligations hereunder, except for its gross
     negligence or willful misconduct arising prior to its retirement
     hereunder, and the provisions of this Section 12 shall continue in
     effect for its benefit in respect of any actions taken or omitted
     to be taken by it while it was acting as Agent.
     
          12.5   Loans by Agent. Agent shall have the same rights and
     powers with respect to the credit extended by it and the Notes held
     by it as any Bank and may exercise the same as if it were not
     Agent, and the term "Bank" and, when appropriate, "holder" shall
     include Agent in its individual capacity.
     
          12.6   Credit Decisions. Each Bank acknowledges that it has,
     independently of Agent and each other Bank and based on the
     financial statements of Company and its Subsidiaries and such other
     documents, information and investigations as it has deemed
     appropriate, made its own credit decision to extend credit
     hereunder from time to time. Each Bank also acknowledges that it
     will, independently of Agent and each other Bank and based on such
     other documents, information and investigations as it shall deem
     appropriate at any time, continue to make its own credit decisions
     as to exercising or not exercising from time to time any rights and
     privileges available to it under this Agreement or any document
     executed pursuant hereto.
     
          12.7   Notices by Agent. Agent shall give prompt notice to
     each Bank of its receipt of each notice or request required or
     permitted to be given to Agent by Company pursuant to the terms of
     this Agreement and shall promptly distribute to the Banks any
     reports received from the Company or any of its Subsidiaries or the
     Permitted Borrowers under the terms hereof, or other material
     information or documents received by Agent, in its capacity as
     Agent, from the Company, its Subsidiaries or the Permitted
     Borrowers.
     
          12.8   Agent's Fees. Commencing on September 30, 1994, and on
     each succeeding anniversary date thereof until the Indebtedness has
     been repaid and no commitment to fund any loan hereunder is
     outstanding, the Company shall pay to Agent an annual agency fee
     set forth (or to be set forth from time to time) in a letter
     agreement between Company and Agent. The Agent's Fees described in
     this Section 12.8 shall not be refundable under any circumstances.
     
          12.9   Nature of Agency. The appointment of Agent as agent is
     for the convenience of Banks, Company and the Permitted Borrowers
     in making Advances of the Revolving Credit, the Term Loan or any
     other Indebtedness of Company or the Permitted Borrowers hereunder,
     and collecting fees and principal and interest on the Indebtedness.
     No Bank is purchasing any Indebtedness from Agent and this

 107    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Agreement is not intended to be a purchase or participation
     agreement.
     
          12.10  Actions; Confirmation of Agent's Authority to Act in
     Event of Default. Subject to the terms and conditions of this
     Agreement and to the direction of the Majority Banks, Agent is
     hereby expressly authorized to act in all litigation and in all
     other respects as the representative of the Banks where Agent
     considers it to be necessary or desirable in order to carry out the
     purposes of this Agreement or the Loan Documents. Without
     necessarily accepting service of process or designating Agent to do
     so in its stead, each Bank hereby agrees with each other Bank and
     with Agent, without intending to confer or conferring any rights on
     any other party, (a) that it shall be bound by any litigation
     brought by or against Agent by the Company, any Subsidiary or any
     other party in connection with the Indebtedness or any other
     rights, duties or obligations arising hereunder or under this
     Agreement or the Loan Documents and (b) that it now irrevocably
     waives the defense of procedural impediment or failure to name or
     join such Bank as an indispensable party; provided however that
     each Bank reserves the right, subject to applicable law, to
     intervene or otherwise appear in such litigation, and to retain its
     own counsel in connection therewith. In conducting such litigation
     hereunder on behalf of the Banks, Agent shall, subject to the terms
     hereof, accept the direction of the Majority Banks or all Banks, as
     the case may be and shall at all times be indemnified by the Banks
     as provided in Sections 12.1 and 12.12 hereof. Agent shall
     undertake to give each Bank prompt notice of any litigation
     commenced against Agent and/or the Banks with respect to this
     Agreement, the Loan Agreement or the Loan Documents or any matter
     referred to herein or therein.
     
          12.11  Authority of Agent to Enforce Notes and This Agreement.
     Each Bank, subject to the terms and conditions of this Agreement
     (including without limitation Sections 12.10, 12.14 and 12.15
     hereof), authorizes the Agent with full power and authority as
     attorney-in-fact to institute and maintain actions, suits or
     proceedings for the collection and enforcement of the Notes and to
     file such proofs of debt or other documents as may be necessary to
     have the claims of the Banks allowed in any proceeding relative to
     the Company, any of its Subsidiaries, any of the Permitted
     Borrowers or its creditors or affecting its properties, and to take
     such other actions which Agent considers to be necessary or
     desirable for the protection, collection and enforcement of the
     Notes, this Agreement or the other Loan Documents.
     
          12.12  Indemnification. The Banks agree to indemnify the Agent
     in its capacity as such, to the extent not reimbursed by the
     Company, pro rata according to their respective Percentages, from
     and against any and all claims, liabilities, obligations, losses,
     damages, penalties, actions, judgments, suits, costs, expenses or
     disbursements of any kind or nature whatsoever which may be imposed

 108    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     on, incurred by, or asserted against the Agent in any way relating
     to or arising out of this Agreement or any of the other Loan
     Documents or any action taken or omitted to be taken or suffered in
     good faith by the Agent hereunder, provided that no Bank shall be
     liable for any portion of any of the foregoing items resulting from
     the gross negligence or willful misconduct of the Agent or any of
     its officers, employees, directors or agents.
     
          12.13  Knowledge of Default. It is expressly understood and
     agreed that the Agent shall be entitled to assume that no Default
     or Event of Default has occurred and is continuing, unless the
     officers of the Agent immediately responsible for matters
     concerning this Agreement shall have actual (rather than
     constructive) knowledge of such occurrence or shall have been
     notified in writing by a Bank that such Bank considers that a
     Default or an Event of Default has occurred and is continuing, and
     specifying the nature thereof. Upon obtaining actual knowledge of
     any Default or Event of Default as described above, the Agent shall
     promptly, but in any event within three (3) Business Days after
     obtaining knowledge thereof, notify each Bank of such Default or
     Event of Default and the action, if any, the Agent proposes be
     taken with respect thereto.
     
          12.14  Agent's Authorization; Action by Banks. Except as
     otherwise expressly provided herein, whenever the Agent is
     authorized and empowered hereunder on behalf of the Banks to give
     any approval or consent, or to make any request, or to take any
     other action on behalf of the Banks (including without limitation
     the exercise of any right or remedy hereunder or under the other
     Loan Documents), the Agent shall be required to give such approval
     or consent, or to make such request or to take such other action
     only when so requested in writing by the Majority Banks or the
     Banks, as applicable hereunder. Action that may be taken by
     Majority Banks or all of the Banks, as the case may be (as provided
     for hereunder) may be taken (i) pursuant to a vote at a meeting
     (which may be held by telephone conference call) as to which all of
     the Banks have been given reasonable advance notice, or (ii)
     pursuant to the written consent of the requisite Percentages of the
     Banks as required hereunder, provided that all of the Banks are
     given reasonable advance notice of the requests for such consent.
     
          12.15  Enforcement Actions by the Agent. Except as otherwise
     expressly provided under this Agreement or in any of the other Loan
     Documents and subject to the terms hereof, Agent will take such
     action, assert such rights and pursue such remedies under this
     Agreement and the other Loan Documents as the Majority Banks or all
     of the Banks, as the case may be (as provided for hereunder), shall
     direct. Except as otherwise expressly provided in any of the Loan
     Documents, Agent will not (and will not be obligated to) take any
     action, assert any rights or pursue any remedies under this
     Agreement or any of the other Loan Documents in violation or
     contravention of any express direction or instruction of the

 109    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Majority Banks or all of the Banks, as the case may be (as provided
     for hereunder). Agent may refuse (and will not be obligated) to
     take any action, assert any rights or pursue any remedies under
     this Agreement or any of the other Loan Documents in the absence of
     the express written direction and instruction of the Majority Banks
     or all of the Banks, as the case may be (as provided for
     hereunder).  In the event Agent fails, within a commercially
     reasonable time, to take such action, assert such rights, or pursue
     such remedies as the Majority Banks or all of the Banks, as the
     case may be (as provided for hereunder), shall direct in conformity
     with this Agreement, the Majority Banks or all of the Banks, as the
     case may be (as provided for hereunder), shall have the right to
     take such action, to assert such rights, or pursue such remedies on
     behalf of all of the Banks unless the terms hereof otherwise
     require the consent of all the Banks to the taking of such actions
     (in which event all of the Banks must join in such action). Except
     as expressly provided above or elsewhere in this Agreement or the
     other Loan Documents, no Bank (other than the Agent, acting in its
     capacity as Agent) shall be entitled to take any enforcement action
     of any kind under any of the Loan Documents.
     
                Co-Agent and Lead Managers.  NationsBank has been
     designated by the Company as "Co-Agent" and BHF and Signet have
     been designated by the Company as "Lead Managers" under this
     Agreement. Other than its rights and remedies as a Bank hereunder,
     each such Co-Agent and Lead Manager shall have no administrative,
     collateral or other rights or responsibilities, provided, however,
     that each such Co-Agent and Lead Manager shall be entitled to the
     benefits afforded to Agent under Sections 12.5 and 12.6 hereof.
     
          13.    MISCELLANEOUS
     
          13.1   Accounting Principles. Where the character or amount of
     any asset or liability or item of income or expense is required to
     be determined or any consolidation or other accounting computation
     is required to be made for the purposes of this Agreement, it shall
     be done in accordance with GAAP.
     
          13.2   Consent to Jurisdiction. The Company and each Permitted
     Borrower 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 Agreement or any of the Loan Documents and the
     Company and each Permitted Borrower hereby irrevocably agrees 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 Permitted Borrowers irrevocably appoints the
     Company as its agent for service of process. The Company and each
     Permitted Borrower irrevocably consents 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 by the delivery of copies of such
     process to the Company at its address specified on the signature

 110    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     page hereto or by certified mail directed to such address. Nothing
     in this Section shall affect the right of the Banks and the Agent
     to serve process in any other manner permitted by law or limit the
     right of the Banks or the Agent (or any of them) to bring any such
     action or proceeding against the Company or any of the Permitted
     Borrowers or any of its or their property in the courts of any
     other jurisdiction. The Company and each Permitted Borrower hereby
     irrevocably waives any objection to the laying of venue of any such
     suit or proceeding in the above described courts.
     
          13.3   Law of Michigan. This Agreement, the Notes and the
     other Loan Documents executed have been delivered at Detroit,
     Michigan, and shall be governed by and construed and enforced in
     accordance with the laws of the State of Michigan, except as and to
     the extent expressed to the contrary in any of the Loan Documents.
     Whenever possible each provision of this Agreement shall be
     interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Agreement shall be
     prohibited by or invalid under applicable law, such provision shall
     be ineffective to the extent of such prohibition or invalidity,
     without invalidating the remainder of such provision or the
     remaining provisions of this Agreement.
     
          13.4   Interest. In the event the obligation of the Company or
     any of the Permitted Borrowers to pay interest on the principal
     balance of the Notes is or becomes in excess of the maximum
     interest rate which the Company is permitted by law to contract or
     agree to pay, giving due consideration to the execution date of
     this Agreement, then, in that event, the rate of interest
     applicable with respect to such Bank's Percentage shall be deemed
     to be immediately reduced to such maximum rate and all previous
     payments in excess of the maximum rate shall be deemed to have been
     payments in reduction of principal and not of interest.
     
          13.5   Closing Costs; Other Costs. Company shall pay or
     reimburse Agent for payment of, on demand (a) all closing costs and
     expenses, including, by way of description and not limitation, in-
     house and outside attorney fees and advances, appraisal and
     accounting fees, title and lien search fees, and required travel
     costs, incurred by Agent in connection with the commitment,
     consummation and closing of the loans contemplated hereby, or in
     connection with any refinancing or restructuring of the loans or
     advances provided under this Agreement or the other Loan Documents,
     or any amendment thereof requested by Company, or in connection
     with the release of the Collateral under the Prior Loan Agreements
     pursuant to Section 13.22 hereof; and (b) all stamp and other taxes
     and fees payable or determined to be payable in connection with the
     execution, delivery, filing or recording of this Agreement and the
     Loan Documents and the consummation of the transactions
     contemplated hereby, and any and all liabilities with respect to or
     resulting from any delay in paying or omitting to pay such taxes or
     fees, and in connection with any releases or discharges of the

 111    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Collateral under the Prior Loan Agreements pursuant to Section
     13.22 hereof. Furthermore, all reasonable costs and expenses,
     including without limitation attorney fees, and costs and expenses
     to Environmental Auditors retained by Agent hereunder, incurred by
     Agent in revising, preserving, protecting, exercising or enforcing
     any of its or any of the Banks' rights against Company or any of
     the Permitted Borrowers, or otherwise incurred by Agent and the
     Banks (using a single law firm retained by Agent, with the approval
     of the Majority Banks) in connection with any Event of Default or
     the enforcement of the loans (whether incurred through
     negotiations, legal proceedings or otherwise), including by way of
     description and not limitation, such charges in any court or
     bankruptcy proceedings or arising out of any claim or action by any
     person against Agent or any Bank which would not have been asserted
     were it not for Agent's or such Bank's relationship with Company
     and the Permitted Borrowers hereunder or otherwise, shall also be
     paid by Company and the Permitted Borrowers. All of said amounts
     required to be paid by Company hereunder and not paid forthwith
     upon demand, as aforesaid, shall bear interest, from the date
     incurred to the date payment is received by Agent, at the Prime-
     based Rate, plus three percent (3%).
     
          13.6   Notices. Except as otherwise provided herein, all
     notices or demand hereunder to the parties hereto shall be
     sufficient if made in writing and delivered by messenger or
     deposited in the mail, postage prepaid, certified mail, and
     addressed to the parties as set forth on the signature pages of
     this Agreement and to Permitted Borrowers at the Company's address.
     Any notice or demand given to the Company hereunder shall be deemed
     given to the Permitted Borrowers, whether or not said notice or
     demand is addressed to or received by the Permitted Borrowers.
     
          13.7   Further Action. Company, from time to time, upon
     written request of Agent will make, execute, acknowledge and
     deliver or cause to be made, executed, acknowledged and delivered,
     all such further and additional instruments, and take all such
     further action as may be required to carry out the intent and
     purpose of this Agreement, and to provide for Advances under and
     payment of the Notes, according to the intent and purpose herein
     and therein expressed.
     
          13.8   Successors and Assigns; Assignments and Participations.
     
                 (a)     This Agreement shall be binding upon and shall
     inure to the benefit of Company (and the Permitted Borrowers) and
     the Banks and their respective successors and assigns.
     
                 (b)     The foregoing shall not authorize any
     assignment by Company, or any of the Permitted Borrowers, of its
     rights or duties hereunder, and no such assignment shall be made
     (or effective) without the prior written approval of the Banks.

 112    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
                 (c)     The Company and Agent acknowledge that each of
     the Banks may at any time and from time to time, subject to the
     terms and conditions hereof, assign or grant participations in such
     Bank'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 Agent, such approval
     not to be unreasonably withheld or delayed; provided, however, that
     (i) the approval of Company shall not be required upon the
     occurrence and during the continuance of a Default or Event of
     Default and (ii) the approval of Company and Agent shall not be
     required for any such sale, transfer, assignment or participation
     to the Affiliate of an assigning Bank, any other Bank or any
     Federal Reserve Bank; and provided further that the aggregate
     assignments and participation interests sold by a Bank (other than
     pursuant to subparagraph (ii) of this Section 13.8(c)) do not
     exceed fifty percent (50%) of its original interest therein. The
     Company authorizes each Bank to disclose to any prospective
     assignee or participant, once approved by Company and Agent, any
     and all financial information in such Bank's possession concerning
     the Company which has been delivered to such Bank pursuant to this
     Agreement; provided that each such prospective participant shall
     execute a confidentiality agreement consistent with the terms of
     Section 13.13, hereof.
     
                 (d)     Each assignment by a Bank of any portion of its
     rights and obligations hereunder and under the other Loan Documents
     shall be made pursuant to an Assignment Agreement substantially (as
     determined by Agent) in the form attached hereto as Exhibit "I"
     (with appropriate insertions acceptable to Agent) and shall be
     subject to the terms and conditions hereof, and to the following
     restrictions:
     
                 (i)     each assignment shall cover all of the Notes
                         issued by Company and its Subsidiaries
                         hereunder and the notes issued by the Company
                         or any of its Subsidiaries under the other
                         Loan Agreements (and not any particular note
                         or notes), and shall be for a fixed and not
                         varying percentage thereof, with the same
                         percentage applicable to each such Note;
     
                (ii)     each assignment shall be in a minimum amount
                         of Ten Million Dollars ($10,000,000) or, as
                         applicable, the Alternative Currency
                         equivalent thereof;
     
               (iii)     no assignment shall violate any "blue sky" or
                         other securities law of any jurisdiction or
                         shall require the Company or any other Person
                         to file a registration statement or similar

 113    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

                         application with the United States Securities
                         and Exchange Commission (or similar state
                         regulatory body) or to qualify under the "blue
                         sky" or other securities laws of any
                         jurisdiction; and
     
                (iv)     no assignment shall be effective unless Agent
                         has received from the assignee (or from the
                         assigning Bank) an assignment fee of $3,500
                         for each such assignment.
     
     In connection with any assignment, Company and Agent shall be
     entitled to continue to deal solely and directly with the assigning
     Bank in connection with the interest so assigned until (x) the
     Agent shall have received a notice of assignment duly executed by
     the assigning Bank and an Assignment Agreement (with respect
     thereto) duly executed by the assigning Bank and each assignee; and
     (y) the assigning Bank shall have delivered to the Agent the
     original of each Note held by the assigning Bank under the Loan
     Agreements.  From and after the date on which the Agent shall
     notify Company and the assigning Bank that the foregoing conditions
     shall have been satisfied and all consents (if any) required shall
     have been given, the assignee thereunder shall be deemed to be a
     party to this Agreement and the other Loan Agreements. To the
     extent that rights and obligations hereunder shall have been
     assigned to such assignee as provided in such notice of assignment
     (and Assignment Agreement), such assignee shall have the rights and
     obligations of a Bank under this Agreement (including without
     limitation the right to receive fees payable hereunder in respect
     of the period following such assignment). In addition, the
     assigning Bank, to the extent that rights and obligations hereunder
     shall have been assigned by it as provided in such notice of
     assignment (and Assignment Agreement), but not otherwise, shall
     relinquish its rights and be released from its obligations under
     this Agreement.
     
     Within five (5) business days following Company's receipt of notice
     from the Agent that Agent has accepted and executed a notice of
     assignment and the duly executed Assignment Agreement, Company and
     the Permitted Borrowers shall, to the extent applicable, execute
     and deliver to the Agent in exchange for any surrendered Note, new
     Note(s) payable to the order of the assignee in an amount equal to
     the amount assigned to it pursuant to such notice of assignment
     (and Assignment Agreement), and with respect to the portion of the
     Indebtedness retained by the assigning Bank, to the extent
     applicable, a new Note payable to the order of the assigning Bank
     in an amount equal to the amount retained by such Bank hereunder
     shall be executed and delivered by the Company and the Permitted
     Borrowers.  Agent, the Banks and the Company (and the Permitted
     Borrowers) acknowledge and agree that any such new Note(s) shall be
     given in renewal and replacement of the surrendered Notes and shall
     not effect or constitute a novation or discharge of the

 114    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Indebtedness evidenced by any surrendered Note, and each such new
     Note shall contain a provision confirming such agreement. In
     addition, promptly following receipt of such Notes, Agent shall
     prepare and distribute to Company, the Permitted Borrowers and each
     of the Banks a revised Exhibit G to this Agreement and a comparable
     revised exhibit to each of the other Loan Agreements setting forth
     the applicable new Percentages of the Banks (including the assignee
     Bank), taking into account such assignment.
     
                 (e)     Each Bank agrees that any participation
     agreement permitted hereunder shall comply with all applicable laws
     and shall be subject to the following restrictions (which shall be
     set forth in the applicable Participation Agreement):
     
                 (i)     such Bank shall remain the holder of its Notes
                         hereunder, notwithstanding any such
                         participation;
     
                (ii)     except as expressly set forth in this Section
                         13.8(e) with respect to rights of setoff and
                         the benefits of Section 11 hereof, a
                         participant shall have no direct rights or
                         remedies hereunder;
     
               (iii)     a participant shall not reassign or transfer,
                         or grant any sub-participations in its
                         participation interest hereunder or any part
                         thereof; and
     
                (iv)     such Bank shall retain the sole right and
                         responsibility to enforce the obligations of
                         the Company relating to the Notes and Loan
                         Documents, including, without limitation, the
                         right to proceed against any Guaranties, or
                         cause Agent to do so (subject to the terms and
                         conditions hereof), and the right to approve
                         any amendment, modification or waiver of any
                         provision of this Agreement without the
                         consent of the participant, except for those
                         matters covered by Section 13.11(a) through
                         (d) and (h) hereof (provided that a
                         participant may exercise approval rights over
                         such matters only on an indirect basis, acting
                         through such Bank, and Company, Agent and the
                         other Banks may continue to deal directly with
                         such Bank in connection with such Bank's
                         rights and duties hereunder), and shall
                         otherwise be in form satisfactory to Agent.
     
     Company agrees that each participant shall be deemed to have the
     right of setoff under Section 10.4 hereof (and under the comparable
     terms of the other Loan Agreements), in respect of its

 115    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     participation interest in amounts owing under this Agreement and
     the Loan Documents to the same extent as if the Indebtedness were
     owing directly to it as a Bank under this Agreement, shall be
     subject to the pro rata recovery provisions of Section 10.3 hereof
     (and under the comparable terms of the other Loan Agreements), and
     that each participant shall be entitled to the benefits of Section
     11 hereof (and under the comparable terms of the other Loan
     Agreements). The amount, terms and conditions of any participation
     shall be as set forth in the participation agreement between the
     issuing Bank and the Person purchasing  such participation, and
     none of the Company, the Agent and the other Banks shall have any
     responsibility or obligation with respect  thereto,  or  to  any 
     Person  to  whom  any  such participation may be issued.  No such
     participation shall relieve any issuing Bank of any of its
     obligations under this Agreement or any of the other Loan
     Documents, and all actions hereunder shall be conducted as if no
     such participation had been granted.
     
                 (f)     Nothing in this Agreement, the Loan Documents
     or the Notes, expressed or implied, is intended to or shall confer
     on any Person other than the respective parties hereto and thereto
     and their successors and assignees permitted hereunder and
     thereunder any benefit or any legal or equitable right, remedy or
     other claim under this Agreement, the Notes or the other Loan
     Documents. 
     
          13.9   Indulgence. No delay or failure of Agent and the Banks
     in exercising any right, power or privilege hereunder shall affect
     such right, power or privilege nor shall any single or partial
     exercise thereof preclude any further exercise thereof, nor the
     exercise of any other right, power or privilege. The rights of
     Agent and the Banks hereunder are cumulative and are not exclusive
     of any rights or remedies which Agent and the Banks would otherwise
     have.
     
          13.10  Counterparts. This Agreement may be executed in several
     counterparts, and each executed copy shall constitute an original
     instrument, but such counterparts shall together constitute but one
     and the same instrument.
     
          13.11  Amendment and Waiver. No amendment or waiver of any
     provision of this Agreement or any Loan Document, nor consent to
     any departure by the Company or any of the Permitted Borrowers
     therefrom, shall in any event be effective unless the same shall be
     in writing and signed by the Majority Banks, 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 no
     amendment, waiver or consent shall, unless in writing and signed by
     all the Banks, do any of the following: (a) increase any commitment
     of the Banks hereunder or subject the Banks to any additional
     commitments or other obligations, (b) reduce or forgive the
     principal of, or interest on, the Notes or any fees or other

 116    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     amounts payable hereunder, (c) postpone any date fixed for any
     payment of principal of, or interest on, the Notes or any fees or
     other amounts payable hereunder, (d) waive any Event of Default
     specified in Sections 9.1(a) or (b) hereof (provided that if, at
     the relevant time, only Bid Advances are outstanding hereunder, the
     prior written approval of all Banks shall be required to waive,
     whether by consent, waiver or amendment, any Event of Default under
     this Agreement), (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, except in
     each case as shall be otherwise expressly provided in this
     Agreement or any Loan Document, (f) take any action which requires
     the signing of all Banks pursuant to the terms of this Agreement or
     any Loan Document, (g) change the definitions of "Majority Banks",
     "Interest Periods" or "Alternative Currencies", (h) change the
     aggregate unpaid principal amount of the Notes which shall be
     required for the Banks or any of them to take any action under this
     Agreement or any Loan Document, or (i) change Section 13.21 hereof
     or this Section 13.11, and provided further, however, that no
     amendment, waiver, or consent shall, unless in writing and signed
     by the Agent in addition to all the Banks, affect the rights or
     duties of the Agent under this Agreement or any Loan Document. All
     references in this Agreement to "Banks" or "the Banks" shall refer
     to all Banks, unless expressly stated to refer to Majority Banks.
     
          13.12  Taxes and Fees. Should any tax (other than a tax based
     upon the net income of any Bank or Agent), recording or filing fee
     become payable in respect of this Agreement or any of the Loan
     Documents or any amendment, modification or supplement hereof or
     thereof, the Company agrees to pay the same together with any
     interest or penalties thereon and agrees to hold the Agent and the
     Banks harmless with respect thereto.
     
          13.13  Confidentiality. Each Bank agrees that it will not
     disclose without the prior consent of the Company (other than to
     its employees, to another Bank or to its auditors or counsel) any
     confidential information with respect to the Company or any of its
     Subsidiaries which is furnished pursuant to this Agreement or any
     of the Loan Documents; provided that any Bank may disclose any such
     information (a) as has become generally available to the public or
     has been lawfully obtained by such Bank from any third party not
     known by such Bank to be under any duty of confidentiality to the
     Company, (b) as may be required or appropriate in any report,
     statement or testimony submitted to, or in respect to any inquiry,
     by, any municipal, state or federal regulatory body having or
     claiming to have jurisdiction over such Bank, including the Board
     of Governors of the Federal Reserve System of the United States or
     the Federal Deposit Insurance Corporation or similar organizations
     (whether in the United States or elsewhere) or their successors,
     (c) as may be required or appropriate in respect to any summons or
     subpoena or in connection with any litigation, (d) in order to
     comply with any law, order, regulation or ruling applicable to such

 117    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Bank, and (e) to any permitted transferee or assignee or to any
     approved participant of, or with respect to, the Notes, as
     aforesaid.
     
          13.14  Withholding Taxes. If any Bank is not incorporated
     under the laws of the United States or a state thereof, such Bank
     shall promptly deliver to the Agent two executed copies of (i)
     Internal Revenue Service Form 1001 specifying the applicable tax
     treaty between the United States and the jurisdiction of such
     Bank's domicile which provides for the exemption from withholding
     on interest payments to such Bank, (ii) Internal Revenue Service
     Form 4224 evidencing that the income to be received by such Bank
     hereunder is effectively connected with the conduct of a trade or
     business in the United States or (iii) other evidence satisfactory
     to the Agent that such Bank is exempt from United States income tax
     withholding with respect to such income. Such Bank shall amend or
     supplement any such form or evidence as required to insure that it
     is accurate, complete and non-misleading at all times. Promptly
     upon notice from the Agent of any determination by the Internal
     Revenue Service that any payments previously made to such Bank
     hereunder were subject to United States income tax withholding when
     made, such Bank shall pay to the Agent the excess of the aggregate
     amount required to be withheld from such payments over the
     aggregate amount actually withheld by the Agent. In addition, from
     time to time upon the reasonable request and at the sole expense of
     the Company or any Permitted Borrower, each Bank and the Agent
     shall (to the extent it is able to do so based upon applicable
     facts and circumstances), complete and provide the Company or any
     Permitted Borrower with such forms, certificates or other documents
     as may be reasonably necessary to allow the Company or any
     Permitted Borrower, as applicable, to make any payment under this
     Agreement or the other Loan Documents without any withholding for
     or on the account of any tax under Section 10.1(e) hereof (or with
     such withholding at a reduced rate), provided that the execution
     and delivery of such forms, certificates or other documents does
     not adversely affect or otherwise restrict the right and benefits
     (including without limitation economic benefits) available to such
     Bank or the Agent, as the case may be, under this Agreement or any
     of the other Loan Documents, or under or in connection with any
     transactions not related to the transactions contemplated hereby.
     
          13.15  Effective Upon Execution. This Agreement shall become
     effective upon the execution hereof by Banks, Agent and the Company
     and the issuance by the Company and the Permitted Borrowers, as
     applicable, of the Revolving Credit Notes, and the Term Notes
     hereunder, and shall remain effective until the Indebtedness has
     been repaid and discharged in full and no commitment to extend any
     credit hereunder or under any of the other Loan Agreements remains
     outstanding.
     
          13.16  Severability. In case any one or more of the
     obligations of the Company or any of the Permitted Borrowers under

 118    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     this Agreement, the Notes or any of the other Loan Documents shall
     be invalid, illegal or unenforceable in any jurisdiction, the
     validity, legality and enforceability of the remaining obligations
     of the Company or any of the Permitted Borrowers shall not in any
     way be affected or impaired thereby, and such invalidity,
     illegality or unenforceability in one jurisdiction shall not affect
     the validity, legality or enforceability of the obligations of the
     Company or any of the Permitted Borrowers under this Agreement, the
     Notes or any of the other Loan Documents in any other jurisdiction.
     
          13.17  Table of Contents and Headings. The table of contents
     and the headings of the various subdivisions hereof are for
     convenience of reference only and shall in no way modify or affect
     any of the terms or provisions hereof.
     
          13.18  Construction of Certain Provisions. If any provision of
     this Agreement or any of the Loan Documents refers to any action to
     be taken by any Person, or which such Person is prohibited from
     taking, such provision shall be applicable whether such action is
     taken directly or indirectly by such Person, whether or not
     expressly specified in such provision.
     
          13.19  Independence of Covenants. Each covenant hereunder
     shall be given independent effect (subject to any exceptions stated
     in such covenant) so that if a particular action or condition is
     not permitted by any such covenant (taking into account any such
     stated exception), the fact that it would be permitted by an
     exception to, or would be otherwise within the limitations of,
     another covenant shall not avoid the occurrence of a Default or an
     Event of Default if such action is taken or such condition exists.
     
          13.20  Reliance on and Survival of Various Provisions. All
     terms, covenants, agreements, representations and warranties of the
     Company or any party to any of the Loan Documents made herein or in
     any of the Loan Documents or in any certificate, report, financial
     statement or other document furnished by or on behalf of the
     Company, any such party in connection with this Agreement or any of
     the Loan Documents shall be deemed to have been relied upon by the
     Banks, notwithstanding any investigation heretofore or hereafter
     made by any Bank or on such Bank's behalf, and those covenants and
     agreements of the Company and the Permitted Borrowers set forth in
     Section 11.8 hereof (together with any other indemnities of the
     Company or the Permitted Borrowers contained elsewhere in this
     Agreement or in any of the Loan Documents) and of Banks set forth
     in Section 13.13 hereof shall survive the repayment in full of the
     Indebtedness and the termination of any commitments to make
     Advances hereunder.
     
          13.21  Release of Guaranties.  Upon the prior written request
     of Company to Agent following the satisfaction of the conditions
     set forth in this Section 13.21, Banks and the Agent agree, if
     Company obtains an S&P Rating of BBB- (or higher quality) or a

 119    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

     Moody's Rating of Baa3 (or higher quality) and such rating is then
     in effect, to release the Domestic Guaranty and the Permitted
     Borrowers Guaranty, and the Guarantors' obligations thereunder;
     provided, however, that:
     
          (a)    no Default or Event of Default shall have occurred and
                 be continuing on the date of Company's request
                 hereunder, and as of the effective date of such
                 release; and
     
          (b)    concurrently with the release of such guaranties by
                 Banks and Agent, the Company has irrevocably paid and
                 discharged in full all Indebtedness outstanding under
                 the Acquisition Loans on such date and has irrevocably
                 cancelled any and all further commitments of Agent or
                 the Banks to make further Advances thereof.
     
          13.22  Release of Collateral under Prior Loan Agreements.
     Agent and the Prior Banks acknowledge and agree that the Collateral
     obtained by them from Company and its Subsidiaries, as applicable,
     under the Prior Loan Agreements shall be released and discharged
     (at Company's sole expense) as soon as reasonably practicable
     following the execution and delivery of this Agreement.
     
          13.23  Complete Agreement. This Agreement, the Notes, any
     Requests for Advance hereunder, the other Loan Documents and any
     agreements, certificates, or other documents given to secure the
     Indebtedness and the Commitment Letter, contain the entire
     agreement of the parties hereto (provided that in the event of any
     inconsistency between this Agreement and the other Loan Documents,
     on one hand, and the Commitment Letter, on the other hand, this
     Agreement and the other Loan Documents shall control), and none of
     the parties hereto shall be bound by anything not expressed in
     writing.

 120    -- Exhibit 10.1 ($302,000,000 Loan Agreement)

         WITNESS the due execution hereof as of the day and year first
     above written.
     
     
     COMPANY:                         AGENT:
     
     VISHAY INTERTECHNOLOGY, INC.     COMERICA BANK, As Agent
     
     
     
     By:_________________________     By:________________________
     
     Its: Vice President              Its:  Vice President
     63 Lincoln Highway               One Detroit Center
     Malvern, Pennsylvania 19355      500 Woodward Avenue
                                      Detroit, Michigan 48226
                                      Attention: National Division
     

 121    -- Exhibit 10.1 ($302,000,000 Loan Agreement)


                                     BANKS:
     
                                      COMERICA BANK
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      One Detroit Center
                                      500 Woodward Avenue
                                      Detroit, Michigan 48226
                                      Attention: National Division
                                      Telex: 235808
                                      Fax No.: (313) 222-3330          
     
     
                                      NATIONSBANK OF NORTH
                                        CAROLINA, N.A.
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      NationsBank Corporate Center
                                      100 North Tryon Street
                                      NC 1007-08-04
                                      Charlotte, NC 28255-0086
                                      Attn: Mr. M. Gregory Seaton
                                      Telex: 669959
                                      Fax No.: (704) 386-3271      
     
     
                                      BERLINER HANDELS-UND FRANKFURTER
                                       BANK KGaA
     
     
     
                                      By: ____________________________
     
                                      Its: ___________________________
                                      Bockenheimer Landstr. 10
                                      60323 Frankfurt/Main 1
                                      Germany
                                      Attn: Mr. Hans-Jurgen Scholz
                                      Telex: 411 026
                                      Fax No.: 4969/718-3011
     

 122    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
     
                                      BANK HAPOALIM, B.M.
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      3 Penn Center Plaza
                                      Philadelphia, Pennsylvania 19102
                                      Attn: Mr. Andrew Niesen
                                      Telex: 902022
                                      Fax No.: (215) 665-2217        
     
     
     
                                      SIGNET BANK/MARYLAND
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      7 St. Paul Street
                                      Baltimore, Maryland 21202
                                      Attn: Ms. Janice E. Godwin
                                      Telex: 87638
                                      Fax No.: (301) 625-6365
     
     
     
                                      CORESTATES BANK, N.A.,
                                      formerly known as and continuing
                                      to do business under the name of
                                      THE PHILADELPHIA NATIONAL BANK
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      1345 Chestnut Street
                                      F.C. 1-8-3-14
                                      Philadelphia, Pennsylvania 19107
                                      Attn: Mr. James A. Bennett
                                      Telex: 845400
                                      Fax No.: (215) 973-7820        

 123    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
     
                                      BANK LEUMI le-ISRAEL, B.M.
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      1511 Walnut Street
                                      Philadelphia, Pennsylvania 19102
                                      Attn: Mr. Joseph A. McBride
                                      Telex: 173090
                                      Fax No.: (215) 563-8688
     
     
     
                                      MERIDIAN BANK
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
                                      1650 Market Street
                                      Suite 3600
                                      Philadelphia, Pennsylvania 19103
                                      Attn: Mr. John M. Fessick
                                      Telex: 173003
                                      Fax No.: (215) 854-3774
     
     
     
                                      ABN AMRO BANK N.V. NEW YORK BRANCH
     
     
     
                                      By:__________________________
     
                                      Its:_________________________
     
                                      and
     
                                      By:__________________________
     
                                      Its:_________________________
                                      500 Park Avenue
                                      Second Floor
                                      New York, New York 10022
                                      Attn: Mr. James B. Sieger
                                      Telex: 423721
                                      Fax No.: (212) 759-4792

 124    -- Exhibit 10.1 ($302,000,000 Loan Agreement)
     
     
                                      CREDIT LYONNAIS NEW YORK BRANCH
     
     
                                      By:__________________________
                                      Its:_________________________
                                      1301 Avenue of the Americas
                                      New York, New York 10019
                                      Attn: Mr. Steve Levi
                                      Telex:                           
                                      Fax No.: (212) 459-3179
     
     
     
                                      CREDIT SUISSE
     
     
                                      By:__________________________
     
                                      Its:_________________________
     
     
     
                                      And By:______________________
     
                                      Its:_________________________
                                      _____________________________
                                      _____________________________
                                      _____________________________
                                      12 East 49th Street
                                      New York, New York 10017
                                      Attn: Ms. Eileen O'Connell Fox
                                      Telex: 420149
                                      Fax No.: (212) 238-5389

 125    -- Exhibit 10.1 ($302,000,000 Loan Agreement)


                                      SCHEDULE 4.1  (VISHAY LOAN AGREEMENT)
     
                                Pricing Matrix (Determination of Pricing Levels)

                                                                   Applicable Margin
                              Applicable Margin for Advances          for Advances
                                for the Revolving Credit           of the Term Loan           Applicable Fee Percentage For  

- ----------------------------------------------------------------------------------------------------------------------------------

                                                                                                                Revolving Credit
                                                                                                                Commitment Fee on
                                 Prime-based   Eurocurrency-   Prime-based   Eurocurrency-   Revolving Credit   Revolving Credit
                                 Rate          based Rate      Rate          based Rate      Facility Fee       Designated Portion

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
If Leverage Ratio is less than or 
equal to 1.5:1.0
OR
If Rating Level 1 is in effect      0.00%         .375%          0.00%          .625%              .125%              .0625%

- ----------------------------------------------------------------------------------------------------------------------------------

If Leverage Ratio is greater than
1.5:1.0, but less than or equal to
2.0:1.0
OR
If Rating Level 2 is in effect      0.00%         .4875%         0.00%          .75%               .1375%             .0750% 

- ----------------------------------------------------------------------------------------------------------------------------------

If Leverage Ratio is greater than 
2.0:1.0, but less than or equal to
3.9:1.0
OR
If Rating Level 3 is in effect      0.00%         .5625%         0.00%          .875%              .1875%             .1250% 

- ----------------------------------------------------------------------------------------------------------------------------------

If Leverage Ratio is greater than
3.9:1.0
OR
If Rating Level 4 is in effect      .125%         .6375%         .125%          1.125%             .3125%             .25%
- ----------------------------------------------------------------------------------------------------------------------------------


 126 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "A"

                       REQUEST FOR ADVANCE



A.   Request

     The undersigned authorized officer of _________________________  in
accordance with Section 2.3 of the Amended and Restated Vishay
Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement
dated as of July ___, 1994, among Vishay Intertechnology, Inc. ("Company"),
certain Banks and Comerica Bank, as Agent for the Banks (the "Agreement"),
hereby requests Comerica Bank, in its capacity as Agent under the Agreement
to make a (an) ____________________________/1 advance to the undersigned on
______________, 19 ___,/2 in the amount of ___________________________/3 under
the Revolving Credit Notes ("Notes") dated July ___, 1994 made by the
undersigned to said Banks.

     The Interest Period for the requested Advance shall be _________________
_____________./4

B.   Application of Proceeds
- -------------
     1. The proceeds of this Advance shall be applied first to
convert/refund/5 the following outstanding Advances:
- -------------- 
     1/ Insert, as applicable, "Eurocurrency-based" or "Prime-based".

     2/ Insert  date at least four (4) Business Days after the date of
Request if Request  is for Eurocurrency-based Advance and, if Request
involves the conversion  or  renewal of any outstanding Eurocurrency-
based Advance, date must be the  Business  Day subsequent to last day
of applicable Eurocurrency-based Interest Period.

     3/ Insert amount and type of currency of  Requested  Advance. This
amount,  plus the amount of any other outstanding Indebtedness  under
the  Agreement   to  be  then  combined  therewith  having  the  same
Applicable Interest  Rate  and  Interest Period, if any, shall not be
less  than $500,000 in the case of  a  Prime-based  Advance,  or  (y)
$1,000,000 (or the applicable foreign currency equivalent thereof) in
the case  of  a  Eurocurrency-based  Advance, and shall not result in
there  being  in effect, (i) more than two  (2)  Applicable  Interest
Rates and Interest  Periods  for  Advances  in Dollars, and (ii) more
than one (1) Interest Rate and Interest Period  for  Advances  in any
Alternative Currency.

     4/ For  Eurocurrency-based  Advance  insert,  as  applicable,  "1
month", "2 months", "3 months" or "6 months."

     5/ Strike  inapplicable  term to indicate whether a conversion or
refunding.


 127 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

===================================================================
     Type          Last Day                          Current
      of         of Interest       Principal          Dollar
   Advance          Period        Outstanding      Equivalent/6
===================================================================






     2.   The balance of the proceeds of the Advance, being __________________
_____________________________ ( _____________________ ),/7 shall be deposited
in the undersigned's account number __________________, with _______________,
_____________, _________________./8


C.   Advance Availability

     The amount inserted at B.2 above (expressed, in the case of Alternative
Currency Advances in a dollar amount calculated at current spot exchange
rates) shall not exceed the amount calculated in Line C.1(iv) below, as
follows:

     (i)  Maximum principal amount available under all
          Revolving Credit Notes ($200,000,000) less (in each
          case) the Revolving Credit Designated Portion......... $__________


    (ii)  Aggregate amount of principal outstanding under
          all Revolving Credit Notes (including
          Alternative Currency Advances outstanding,
          expressed in a Dollar amount at current spot
          exchange rates)....................................... $__________


   (iii)  Aggregate principal amount of Bid Advances then
          outstanding........................................... $__________


    (iv)  Line C.1(i) minus Line C.1(ii) minus Line
          C.1(iii).............................................. $__________

- ------------
     6/ Applicable  to  Eurocurrency   Advance   conversions.   To  be
determined by Agent.

     7/ Amount  inserted here may not exceed amount determined on Line
C.(iv) below.

     8/ Insert account number, bank name and bank address.


 128 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

D.   Request Irrevocable

     Upon Agent's receipt of this Request For Advance, this Request For
Advance shall be irrevocable.


E.   Certification

     The undersigned hereby certifies that:

     (1)  both before and after the Advance, the obligations of the Company,
          its Subsidiaries and the Permitted Borrowers set forth in the
          Agreement and any of the Loan Documents to which such Persons are
          parties are and shall be valid, binding and enforceable obligations
          of the Company, its Subsidiaries and the Permitted Borrowers, as
          the case may be;

     (2)  all conditions to Advances of the Revolving Credit have been
          satisfied, and shall remain satisfied to the date of Advance;

     (3)  there is no Event of Default in existence, and no event which, with
          the giving of notice or the lapse of time, or both, would
          constitute such an Event of Default, and none will exist upon the
          making of the Advance;

     (4)  the representations and warranties contained in the Agreement and
          the Loan Documents are true and correct in all material respects
          and shall be true and correct in all material respects as of the
          making of the Advance; and

     (5)  the execution of this Request for Advance will not violate the
          material terms and conditions of any material contract, agreement
          or other borrowing of Company, its Subsidiaries or any of the
          Permitted Borrowers.


 129 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

F.   Defined Terms

     Capitalized terms used herein, unless specifically defined to the
contrary herein, have the meanings given them in the Agreement.



Dated this ___________ day of __________________, 1994.



                                   (_______________________________)

        
                                   By:_____________________________

                                   Its:____________________________



     Company hereby ratifies and confirms the truth and accuracy of the
information, representations and certifications of ______________________
_________________ made in this Request for Advance and acknowledges and
approves the disbursement of funds by Agent and the Banks pursuant to the
Request for Advance.


                                   VISHAY INTERTECHNOLOGY, INC.



                                   By:_____________________________

                                   Its:____________________________


(This form of Request for Advance (including footnotes) is subject in all
respects to the terms and conditions of the Agreement which shall govern in
the event of any inconsistencies or omissions.)


 130 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "B-1"

                      REVOLVING CREDIT NOTE


$____________________                                    July ____, 1994


     On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED,
Vishay Intertechnology, Inc., a Delaware corporation ("Company") promises to
pay to the order of (     insert bank           ) ("Bank") at Detroit,
Michigan, care of Agent, for the account of Bank's Eurocurrency Lending
Office with respect to any Eurocurrency-based Advances hereunder, in lawful
money of the United States of America or in such Alternative Currencies
applicable to particular Advances which may, from time to time, be
outstanding hereunder, the Indebtedness or so much of the sum of (
insert amount derived from Percentages       ) Dollars ($ ______________) (or
the foreign currency equivalent thereof then outstanding in any one or more
of the Alternative Currencies if applicable), as may from time to time have
been advanced and then be outstanding hereunder pursuant to the Amended and
Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and Term
Loan Agreement dated as of July ____, 1994 (the "Agreement"), made by and
among the Company, certain banks, including the Bank, and Comerica Bank, a
Michigan banking corporation, as Agent for such banks, together with interest
thereon as hereinafter set forth.

     Each of the Advances made hereunder shall bear interest at the
Eurocurrency-based Rate or the Prime-based Rate as elected by Company or as
otherwise determined under the Agreement.

     Interest on the unpaid balance of all Prime-based Advances shall be
payable in United States Dollars quarterly commencing on September 30, 1994
and on the last day of each calendar quarter thereafter. Interest accruing at
the Prime-based Rate shall be computed on the basis of a 360 day year and
assessed for the actual number of days elapsed, and in such computation
effect shall be given to changes in the Prime-based Rate on the date of such
change in the Prime-based Rate.

     Interest on each 1 month, 2 month and 3 month Eurocurrency-based Advance
shall be payable in United States Dollars or in the Alternative Currency
applicable to such Advance, as the case may be, on the last day of the
Interest Period applicable thereto. Interest on each 6 month
Eurocurrency-based Advance outstanding from time to time shall be payable in
United States Dollars or in the Alternative Currency applicable to such
Advance, as the case may be, at intervals of 3 months after the first day of
the applicable Interest Period and on the last day of the Interest Period
applicable thereto. Interest accruing at the Eurocurrency-based Rate shall be
computed on the basis of a 360 day year and assessed for the

 131 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

actual number of days elapsed from the first day of the Interest Period appli-
cable thereto, to, but not including, the last day thereof. Interest due on an
Eurocurrency-based Advance made in an Alternative Currency shall be paid in
such Alternative Currency.

     Notwithstanding anything to the contrary in the preceding paragraph,
interest shall be payable, in the currency applicable to such Advance, on
every type of Advance on the date that any Advance is converted to another
type of Advance.

     In the event and so long as any default or Event of Default shall exist
hereunder or under the Agreement, interest shall be payable daily on all
Advances from time to time outstanding hereunder at a per annum rate equal to
the Applicable Interest Rate plus three percent (3%) for the remainder of the
then existing Interest Period, if any, and at all other times, with respect
to Domestic Advances from time to time outstanding, at a per annum rate equal
to the Prime-based Rate plus three percent (3%), and with respect to
Eurocurrency-based Advances from time to time outstanding, (i) at a per annum
rate calculated by the Agent, whose determination shall be conclusive absent
manifest error, on a daily basis, equal to three percent (3%) above the
interest rate per annum at which one (1) day deposits (or, if such amount due
remains unpaid for more than three (3) Business Days, then for such other
period of time as the Agent may elect which shall in no event be longer than
six (6) months) in the relevant Eurocurrency in the amount of such overdue
payment are offered by the Agent's Eurocurrency Lending Office for the
applicable period so determined, or (ii) if at any such time such deposits
are not offered by the Eurocurrency Lending Office, then at a rate per annum
equal to three percent (3%) above the rate determined by the Agent to be its
aggregate marginal cost (including the cost of maintaining any required
reserves or deposit insurance) of carrying the amount of such
Eurocurrency-based Advance.

     This Note is a note under which advances, repayments and readvances may
be made from time to time, but only in accordance with, the terms and
conditions of the Agreement. This Note evidences borrowings under, is subject
to, is secured in accordance with, and may be accelerated or matured under,
the terms of the Agreement, to which reference is hereby made. Definitions
and terms of the Agreement are hereby incorporated by reference herein.

     As additional security for this Note, Company grants Bank a lien on all
property and assets including deposits and other credits of the Company, at
any time in possession or control of or owing by Bank for any purpose.


 132 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

     This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

     Company hereby waives presentment for payment, demand, protest and
notice of dishonor and nonpayment of this Note and agrees that no obligation
hereunder shall be discharged by reason of any extension, indulgence,
release, or forbearance granted by any holder of this Note to any party now
or hereafter liable hereon or any present or subsequent owner of any
property, real or personal, which is now or hereafter security for this Note.

     Nothing herein shall limit any right granted Bank by any other
instrument or by law.

                                   VISHAY INTERTECHNOLOGY, INC.



                                  By:__________________________

                                  Its:_________________________


 133 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                          EXHIBIT "B-2"

                      REVOLVING CREDIT NOTE


$______________________                                   July  ____, 1994


     On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED,
(insert Permitted Borrower      ), a  (insert jurisdiction of incorporation)
corporation ("Permitted Borrower") promises to pay to the order of (
insert Bank   ) ("Bank") at Detroit, Michigan, care of Agent, for the account
of Bank's Eurocurrency Lending Office with respect to any Eurocurrency-based
Advances hereunder, in lawful money of the United States of America or in
such Alternative Currencies applicable to particular Advances which may, from
time to time, be outstanding hereunder, the Indebtedness or so much of the
sum of (    insert amounts derived from Percentages    ) Dollars ($         )
(or the foreign currency equivalent thereof then outstanding in any one or
more of the Alternative Currencies if applicable), as may from time to time
have been advanced and then be outstanding hereunder pursuant to the Amended
and Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and
Term Loan Agreement dated as of July ____, 1994 (the "Agreement"), made by and
among Vishay Intertechnology, Inc., certain banks, including the Bank, and
Comerica Bank, a Michigan banking corporation, as Agent for such banks,
together with interest thereon as hereinafter set forth.

     By executing and delivering this Note to Bank, the Permitted Borrower
hereby assumes and agrees, with respect to all Advances to it hereunder, to
be bound by all of the terms and conditions of the Agreement as fully as
though such terms and conditions were set forth herein, including without
limitation, the Sublimit applicable to the Permitted Borrower.

     Each of the Advances made hereunder shall bear interest at the
Eurocurrency-based Rate or the Prime-based Rate as elected by Permitted
Borrower or as otherwise determined under the Agreement.

     Interest on the unpaid balance of all Prime-based Advances shall be
payable in United States Dollars quarterly commencing on September 30, 1994
and on the last day of each calendar quarter thereafter. Interest accruing at
the Prime-based Rate shall be computed on the basis of a 360 day year and
assessed for the actual number of days elapsed, and in such computation
effect shall be given to changes in the Prime-based Rate on the date of such
change in the Prime-based Rate.

     Interest on each 1 month, 2 month and 3 month Eurocurrency-based Advance
shall be payable in United States Dollars or in the Alternative Currency
applicable to such 

 134 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

Advance, as the case may be, on the last day of the Interest Period applicable
thereto. Interest on each 6 month Eurocurrency-based Advance outstanding from 
time to time shall be payable in United States Dollars or in the Alternative 
Currency applicable to such Advance, as the case may be, at intervals of 3 
months after the first day of the Interest Period and on the last day of the
Interest Period applicable thereto. Interest accruing at the Eurocurrency-based
Rate shall be computed on the basis of a 360 day year and assessed for the 
actual number of days elapsed from the first day of the Interest Period 
applicable thereto, to, but not including, the last day thereof. Interest 
due on a Eurocurrency-based Advance made in an Alternative Currency shall 
be paid in an Alternative Currency.

     Notwithstanding anything to the contrary in the preceding paragraph,
interest shall be payable, in the currency applicable to such Advance, on
every type of Advance on the date that any Advance is converted to another
type of Advance.

     In the event and so long as a default or Event of Default shall exist
hereunder or under the Agreement, interest shall be payable daily on all
Advances from time to time outstanding hereunder at a per annum rate equal to
the Applicable Interest Rate plus three percent (3%) for the remainder of the
then existing Interest Period, if any, and at all other times, with respect
to Domestic Advances from time to time outstanding, at a per annum rate equal
to the Prime-based Rate plus three percent (3%), and with respect to
Eurocurrency-based Advances from time to time outstanding, (i) at a per annum
rate calculated by the Agent, whose determination shall be conclusive absent
manifest error, on a daily basis, equal to three percent (3%) above the
interest rate per annum at which one (1) day deposits (or, if such amount due
remains unpaid for more than three (3) Business Days, then for such other
period of time as the Agent may elect which shall in no event be longer than
six (6) months) in the relevant Eurocurrency in the amount of such overdue
payment are offered by the Agent's Eurocurrency Lending Office for the
applicable period so determined, or (ii) if at any such time such deposits
are not offered by the Eurocurrency Lending Office, then at a rate per annum
equal to three percent (3%) above the rate determined by the Agent to be its
aggregate marginal cost (including the cost of maintaining any required
reserves or deposit insurance) of carrying the amount of such
Eurocurrency-based Advance.

     This Note is a note under which advances, repayments and readvances may
be made from time to time, but only in accordance with the terms and
conditions of the Agreement. This Note evidences borrowings under, is subject
to, is secured in accordance with, and may be accelerated or matured under,
the terms of the Agreement, to which reference is hereby made.

 135 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

Definitions and terms of the Agreement are hereby incorporated by reference 
herein.

     As additional security for this Note, Permitted Borrower grants Bank a
lien on all property and assets including deposits and other credits of the
Permitted Borrower, at any time in possession or control of or owing by Bank
for any purpose.

     This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

     Permitted Borrower hereby waives presentment for payment, demand,
protest and notice of dishonor and nonpayment of this Note and agrees that no
obligation hereunder shall be discharged by reason of any extension,
indulgence, release, or forbearance granted by any holder of this Note to any
party now or hereafter liable hereon or any present or subsequent owner of
any property, real or personal, which is now or hereafter security for this
Note.

     Nothing herein shall limit any right granted Bank by any other
instrument or by law.


                                  (PERMITTED BORROWER)



                                  By:___________________________

                                  Its:__________________________





 136 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                          EXHIBIT "C-1"


                  FORM OF BID BORROWING REQUEST



TO:  Comerica Bank ("Agent")



     Re:  Amended and Restated Vishay Intertechnology, Inc. $302,500,000
          Revolving Credit and Term Loan Agreement dated as of July ____, 1994
          (the "Agreement"), among Vishay Intertechnology, Inc. ("Company"),
          Agent and certain Banks

     Pursuant to Section 2.5(b) of the Agreement, the Company notifies you of
a request for offers to make the Bid Advances specified herein.  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Agreement.

(1)  The date of the proposed Bid Advance borrowing is  _______________, 199_
     (which day is at least one (1) Business Day from the date hereof in the
     case of an Absolute Rate Bid Advance and at least five (5) Business Days
     from the date hereof in the case of a Eurocurrency Bid Advance).

(2)  The aggregate amount of the proposed Bid Advance borrowing is
     $___________________./1


(3)  The Bid Offer requested is for _____________./2

(4)  The Interest Period(s) for the Bid Advances comprising the proposed Bid
     Advance borrowing shall be ____________./3

     The undersigned hereby certifies that the following contents are true
and correct on and as of the date hereof, and will be true and correct on the
date of the proposed Bid Advance borrowing, before and after giving effect
thereto:

- ------------
     1/ Insert  an  amount which is a minimum amount of $15,000,000 or
        any multiple of $1,000,000 in excess thereof.

     2/ Insert "Eurocurrency  Bid  Advances"  or  "Absolute  Rate  Bid
        Advances" or both.

     3/ No  more  than  three  Interest  Periods  may be requested in a
        single Bid Borrowing Request.


 137 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

          (a)  the undersigned has complied and will be on the date of the
proposed Bid Advance borrowing in compliance with all the terms, covenants
and conditions of the Agreement and the other Loan Documents;

          (b)  no Default or Event of Default exists or shall result from the
proposed Bid Advance borrowing;

          (c)  each and every representation and warranty contained in the
Agreement is true and correct in all material respects with the same effect
as if made on and as of the date of the proposed Bid Advance borrowing; and

          (d)  the aggregate amount of principal outstanding under all
Advances of the Revolving Credit and Bid Advances does not exceed the
Revolving Credit Aggregate Commitment.

                                   VISHAY INTERTECHNOLOGY, INC.

Dated:___________________________

                                   By:____________________________________

                                   Its:___________________________________


(This form of Bid Borrowing Request (including footnotes) is subject in all
respects to the terms and conditions of the Agreement which shall govern in
the event of any inconsistencies or omissions.)

 138 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                          EXHIBIT "C-2"


                        FORM OF BID OFFER



TO:  Comerica Bank ("Agent")


     Re:  Amended and Restated Vishay Intertechnology, Inc.
          $302,500,000 Revolving Credit and Term Loan Agreement
          dated as of July ____, 1994 (the "Agreement"), among Vishay
          Intertechnology, Inc. ("Company"), Agent and certain
          Banks


     In response to the Bid Borrowing Request of the Company dated
____________ 199_ and in accordance with Section 2.5(c) of the
Agreement, the undersigned Bid Lender offers to make Bid Advances
thereunder in the following principal amount(s) at the following
interest rate(s) for the following Interest Period(s) (the terms
defined in the Agreement being used herein as therein defined):

=====================================================================
      INTEREST               PRINCIPAL        (Eurocurrency Bid
       PERIOD                 AMOUNT*             Margin)
                                               (Absolute Rate)
=====================================================================

- ---------------------------------------------------------------------

- ---------------------------------------------------------------------

=====================================================================

     The date of the proposed Bid Advance borrowing is _________________
____, 19___   (which day is no earlier than date hereof in the case of
an Absolute Rate Bid Advances and at least four (4) Business Days
from the date hereof in the case of a Eurocurrency Bid Advance).

     Acceptance of any bid contained herein is subject to
compliance with the terms and conditions of the Agreement,
including Section 2.5(d) thereof.

- ------------
      * Insert an amount which is a minimum amount of $5,000,000 or
any multiple of $1,000,000 in excess thereof.


 139 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                                  (NAME OF BID LENDER)



                                   By:_____________________________
Dated:______________________
                                   Its:____________________________


(This form of Bid Offer is subject in all respects to the terms and
conditions of the Agreement which shall govern in the event of any
inconsistencies or omissions.)


 140 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "C-3"

                   FORM OF BID ACKNOWLEDGMENT


TO:  Comerica Bank

     Re:  Amended and Restated Vishay Intertechnology, Inc.
          $302,500,000 Revolving Credit and Term Loan Agreement
          dated as of July ____, 1994 (the "Agreement"), among Vishay
          Intertechnology, Inc. ("Company"), Agent and certain
          Banks

     Pursuant to Sections 2.5(d) and 2.5(e) of the Agreement, the
undersigned hereby notifies you of its acceptance of the following
offers made by the Bid Lenders in response to the Bid Borrowing
Request submitted by the undersigned on ____________, 199_  (the
terms defined in the Agreement being used herein as therein
defined) :

=============================================================================
                             Type of        Eurocurrency Bid        Principal
Name of     Interest           Bid         Margin or Absolute       Amount of
Lender       Period         Advance*      Rate, as applicable       Advances
=============================================================================

- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------

=============================================================================

     Date of proposed Bid Advance borrowing:__________________________

     The undersigned hereby certifies that its acceptance of the
offers listed above complies with and upon the funding of such Bid
Advances shall comply with the terms of the Agreement, including,
but not limited to, Section 2.5(d) thereof.  The undersigned hereby

- ------------
      * Specify whether it is a Eurocurrency Bid Advance (and the Eurocurrency
Bid Margin) or an Absolute Rate Bid Advance (and the Absolute Bid Rate).


 141 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

confirms and restates each of the statements certified by it in the
Bid Borrowing Request relating to this Bid Acknowledgment.


                                   VISHAY INTERTECHNOLOGY, INC.

Dated:______________________
              

                                   By:___________________________________

                                   Its:__________________________________


(This form of Bid Acknowledgment is subject in all respects to the
terms and conditions of the Agreement which shall govern in the
event of any inconsistencies or omissions.)


 142 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "C-4"
                           
                             BID NOTE


$200,000,000.00                                    July ____, 1994


     On or before the Revolving Credit Maturity  Date,  subject  to
the terms hereof, FOR VALUE RECEIVED, Vishay Intertechnology,
Inc., a Delaware corporation ("Company") promises to  pay  to  the
order of (     insert bank  ) ("Bank") at _________________________,
___________________, care of Bank, in lawful money of the  United States
of America, the Indebtedness or so much of the  sum  of  Two  Hundred
Million Dollars ($200,000,000.00), as may from time  to  time  have
been advanced and then be outstanding hereunder  pursuant  to  the
Amended and Restated  Vishay  Intertechnology,  Inc.  $302,500,000
Revolving Credit and Term Loan Agreement dated  as  of  July  ____,
1994 (the "Agreement"), made by and  among  the  Company,  certain
banks, including the Bank, and Comerica Bank,  a  Michigan  banking
corporation, as Agent for such banks,  together  with  interest
thereon as hereinafter set forth.

     The unpaid principal indebtedness  from  time  outstanding
under this Note shall be due and payable on the last  day  of  the
Interest Period applicable thereto or as otherwise  set  forth  in
the Agreement, provided that no Bid Advance may mature or  be
payable on a day later than the Revolving  Credit  Maturity  Date.

     Each of the Bid Advances made hereunder  shall  bear  interest
at the Absolute Rate or the Eurocurrency-based Rate  as  elected  by
Company or as otherwise determined under the Agreement.

     Interest on each Absolute Rate Advance and each  1  month,  2
month and 3 month Eurocurrency-based Advance shall be payable  in
United States Dollars on the last day of  the  Interest  Period
applicable thereto.  Interest on each  6  month  Eurocurrency-based
Advance outstanding from time to time shall be  payable  in  United
States Dollars, at intervals of 3 months after the  first  day  of
the applicable Interest Period and on the last day of the
Interest Period applicable thereto.  Interest  accruing  at  the
Absolute Rate or Eurocurrency-based Rate shall be  computed  on  the
basis of a 360 day year and assessed for the actual number of
days elapsed from the first day of the  Interest  Period  applicable
thereto, to, but not including, the last day thereof.

     In the event and so long as any default or  Event  of  Default
shall exist hereunder or under the Agreement,  interest  shall  be
payable daily on all Bid Advances from time  to  time  outstanding
hereunder at a per annum rate equal  to  the  Applicable  Interest
Rate plus three percent (3%) for the remainder of the then
existing Interest Period, if any, and at  all  other  times,  with
respect to Domestic Advances from time to time  outstanding,  at  a
per annum rate equal to the Absolute Rate  plus  three  percent


 143 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

(3%), and with respect to Eurocurrency-based Advances from  time
to time outstanding, (i) at a per annum rate calculated by the
applicable Bid Lender having funded such Bid Advance, whose
determination shall be conclusive absent manifest error, on  a
daily basis, equal to three percent (3%) above the interest  rate
per annum at which one (1) day deposits (or, if such amount  due
remains unpaid for more than three (3) Business Days, then for
such other period of time as the applicable Bid Lender may  elect
which shall in no event be longer than six (6) months) in  the
relevant eurocurrency in the amount of such overdue payment  due
to the applicable Bid Lender are offered by such Bid  Lender's
Eurocurrency Lending Office for the applicable period so
determined, or (ii) if at any such time such deposits are  not
offered by such Bid Lender's Eurocurrency Lending Office, then  at
a rate per annum equal to three percent (3%) above the rate
determined by the applicable Bid Lender to be its aggregate
marginal cost (including the cost of maintaining any  required
reserves or deposit insurance) of carrying the amount of  such
Eurocurrency-based Advance.

    This Note is a note under which advances,  repayments  and
readvances may be made from time to time, but only in  accordance
with, the terms and conditions of the Agreement.  This Note
evidences borrowings under, is subject to, is secured in
accordance with, and may be accelerated or matured under,  the
terms of the Agreement, to which reference is hereby made.
Definitions and terms of the Agreement are hereby incorporated  by
reference herein.

    As additional security for this Note, Company grants  Bank  a
lien on all property and assets including deposits and other
credits of the Company, at any time in possession or control  of
or owing by Bank for any purpose.

    This Note shall be interpreted and the rights of  the  parties
hereunder shall be determined under the laws of, and  enforceable
in, the State of Michigan.

    Company hereby waives presentment for payment, demand,
protest and notice of dishonor and nonpayment of this Note and
agrees that no obligation hereunder shall be discharged by  reason
of any extension, indulgence, release, or forbearance granted  by
any holder of this Note to any party now or hereafter liable
hereon or any present or subsequent owner of any property,  real
or personal, which is now or hereafter security for this Note.


 144 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

     Nothing herein shall limit any right granted Bank by any
other instrument or by law.

                                    VISHAY INTERTECHNOLOGY, INC.


                                    By:____________________________

                                    Its:___________________________



 145 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                            EXHIBIT "D"


                            TERM NOTE


$____________________________                           July ____, 1994



     On or before December 31, 2000 (the "Term Loan Maturity Date"), FOR
VALUE RECEIVED, Vishay Intertechnology, Inc., a Delaware corporation
("Company") promises to pay to the order of (insert bank) ("Bank") at
Detroit, Michigan, care of Agent, in lawful money of the United States of
America the Indebtedness or so much of the sum of (insert Bank's percentage
of $102,500,000) Dollars ($____________) which may have been advanced and
then be outstanding hereunder, together with interest thereon, as hereinafter
set forth, in accordance with that certain Amended and Restated Vishay
Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement
dated as of July ____, 1994 (the "Agreement"), made by and among Company,
certain banks, including the Bank, and Comerica Bank, a Michigan banking
corporation, as Agent for such banks.

     Until the Term Loan Maturity Date, when the entire unpaid principal
balance of the Term Loan (as defined in the Agreement) and all accrued
interest and other sums outstanding thereon shall be paid in full, the
principal Indebtedness evidenced by this Note shall be repaid on the
following dates and in the following amounts (irrespective of and in addition
to any principal payments under the Agreement based on Excess Cash Flow, but
taking into account any optional prepayments thereunder):

          (a)  on or before December 31, 1994, (Bank's Percentage of
$5,000,000); and

          (b)  commencing on March 31, 1995, and on the last day of each
calendar quarter thereafter through December 31, 1996, the sum of (Bank's
Percentage of $2,500,000);

          (c)  commencing on March 31, 1997, and on the last day of each
calendar quarter thereafter through December 31, 1997, the sum of (Bank's
Percentage of $3,750,000);

          (d)  commencing on March 31, 1998, and on the last day of each
calendar quarter thereafter through December 31, 1999, the sum of (Bank's
Percentage of $5,000,000); and

          (e)  commencing on March 31, 2000, and on the last day of each
calendar quarter thereafter through December 31, 2000, the sum of (Bank's
Percentage of $5,625,000).


 146 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

     There shall be no readvance or reborrowing of any principal reductions
of this Note.

     Each of the Advances made hereunder shall bear interest at the
Eurocurrency-based Rate, the Prime-based Rate or the Fixed Rate as elected by
Company or as otherwise determined under the Agreement.

     Interest on the unpaid balance of all Prime-based Advances or after the
Fixed Rate Election shall be payable in United States Dollars quarterly
commencing on September 30, 1994 and on the last day of each calendar quarter
thereafter until the Term Loan Maturity Date. Interest accruing at the
Prime-based Rate or the Fixed Rate shall be computed on the basis of a 360
day year and assessed for the actual number of days elapsed, and in such
computation effect shall be given to changes in the Prime-based Rate on the
date of such change in the Prime-based Rate.

     Interest on each 1 month, 2 month and 3 month Eurocurrency-based Advance
shall be payable in United States Dollars on the last day of the Interest
Period applicable thereto. Interest on each 6 month Eurocurrency-based
Advance outstanding from time to time shall be payable in United States
Dollars at intervals of 3 months after the first day of the Interest Period
and on the last day of the Interest Period applicable thereto. Interest
accruing at the Eurocurrency-based Rate shall be computed on the basis of a
360 day year and assessed for the actual number of days elapsed from the
first day of the Interest Period applicable thereto, to, but not including,
the last day thereof.

     In the event and so long as a default or Event of Default shall exist
under this Note or under the Agreement, interest shall be payable daily on
all Advances from time to time outstanding hereunder at a per annum rate
equal to the Applicable Interest Rate plus three percent (3%) for the
remainder of the then existing Interest Period, if any, and at all other
times, with respect to Domestic Advances from time to time outstanding, at a
per annum rate equal to the Prime-based Rate or the Fixed Rate, as
applicable, plus three percent (3%), and with respect to Eurocurrency-based
Advances from time to time outstanding under this Note, (i) at a per annum
rate calculated by the Agent, whose determination shall be conclusive absent
manifest error, on a daily basis, equal to three percent (3%) above the
interest rate per annum at which one (1) day deposits (or, if such amount due
remains unpaid for more than three (3) Business Days, then for such other
period of time as the Agent may elect which shall in no event be longer than
six (6) months) in the relevant Eurocurrency in the amount of such overdue
payment due to the Agent are offered by the Eurocurrency Lending Office for
the applicable period determined as provided above, or (ii) if at any such
time such deposits are not offered by the Eurocurrency Lending Office, then
at a rate per annum equal to three percent (3%) above the rate determined by
the Agent to be its aggregate marginal cost (including the cost of


 147 -- EXHIBT 10.1 ($302,000,000 LOAN AGREEMENT)

maintaining any required reserves or deposit insurance) of carrying the
amount of such Eurocurrency Advance.

     The amount and date of each Advance of the Term Loan, its Applicable
Interest Rate and Interest Period, and the amount and date of any repayments
shall be noted on Agent's records, which records will be conclusive evidence
thereof, absent manifest error.

     This Note is a note under which prepayments may be made from time to
time, but only in accordance with the terms and conditions of the Agreement,
including without limitation, after the Fixed Rate Election, the payment of
Yield Maintenance Payments.

     This Note evidences borrowings under, is subject to, is secured in
accordance with, and may be accelerated or matured under, the terms of the
Agreement, to which reference is hereby made. Definitions and terms of the
Agreement are hereby incorporated herein.

     As additional security for this Note, Company grants Bank a lien on all
property and assets including deposits and other credits of the Company, at
any time in possession or control of or owing by Bank for any purpose.

     This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

     Company hereby waives presentment for payment, demand, protest and
notice of dishonor and nonpayment of this Note and agrees that no obligation
hereunder shall be discharged by reason of any extension, indulgence,
release, or forbearance granted by any holder of this Note to any party now
or hereafter liable hereon or any present or subsequent owner of any
property, real or personal, which is now or hereafter security for this Note.

     Nothing herein shall limit any right granted Bank by any other
instrument or by law.

                                   VISHAY INTERTECHNOLOGY, INC.,
                                   a Delaware corporation


                                   By:___________________________

                                        Its:_____________________




 148 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "E"

          REQUEST FOR TERM LOAN ADVANCE AND RATE REQUEST


To:  Comerica Bank ("Agent")


A.   Request

     The undersigned authorized officer of Vishay Intertechnology, Inc.
("Company") in accordance with Section 3.9 of the Amended and Restated Vishay
Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement
dated as of July ___, 1994, among Company, certain Banks and Comerica Bank,
as Agent for the Banks (the "Agreement"), hereby requests the Agent under the
Agreement to make, refund or convert, as applicable, a (an) _______________/1
Advance of the Term Loan to the undersigned on __________, 19__,/2 in the
amount of $__________/3 under the Term Notes ("Notes") dated July ___, 1994
made by Company to said Banks.

    The Interest Period for the requested Advance shall be  ________________./4

- ------------
     1/  Insert, as applicable, "Eurocurrency-based" or "Prime-based."

     2/  Insert  date at least four (4) Business Days after the date of
Request, if Request is for Eurocurrency-based Advance and, if Request
involves the conversion  or  renewal of any outstanding Eurocurrency-
based Advance, date must be the  Business  Day subsequent to the last
day of the applicable Eurocurrency-based Interest Period.

     3/  Insert amount of requested Advance. This  amount, together with
the  amount of any other outstanding indebtedness  evidenced  by  the
Term Notes  to  be then combined therewith having the same Applicable
Interest Rate and Interest Period, if any, shall not be less than (x)
$500,000 in the case  of a Prime-based Advance, or (y) $1,000,000 (or
the applicable foreign  currency equivalent thereof) in the case of a
Eurocurrency-based Advance,  and upon completion of the Advance there
shall be no more than 1 Interest  Period  and  2  Applicable Interest
Rates (including the Prime-based Rate).

     4/  For  Eurocurrency-based  Advance  insert,  as  applicable,  "1
month",  "2  months", "3 months" or "6 months." Such Interest  Period
(i) may not end  after  the  Term  Loan  Maturity Date; and (ii) must
leave a sufficient portion of the Term Loan  subject  to  an Interest
Period  ending  on  the last day of the quarter to enable Company  to
make required principal repayments.


 149 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

B.   Application of Proceeds

     The proceeds of this Advance shall be applied to refund/convert/5 the
following outstanding Advances:

=======================================================================
      Type of            Last Day of             Principal
      Advance          Interest Period          Outstanding
=======================================================================

C.   Request Irrevocable

     Upon Agent's receipt of this Request For Term Loan Advance, this Request
For Term Loan Advance shall be irrevocable.


D.   Certification

     The undersigned hereby certifies that:

     (1)  both before and after the Advance, the obligations of the Company
          and its Subsidiaries set forth in the Agreement and any of the Loan
          Documents to which such Persons are parties are and shall be valid,
          binding and enforceable obligations of the Company and its
          Subsidiaries;

     (2)  all conditions to Advances of the Term Loan have been satisfied,
          and shall remain satisfied to the date of Advance;

     (3)  there is no Event of Default in existence, and no event which, with
          the giving of notice or the lapse of time, or both, would
          constitute such an Event of Default, and none will exist upon the
          making of the Advance;

     (4)  the representations and warranties contained in the Agreement and
          the Loan Documents are true and correct in all material respects
          and shall be true and correct in all material respects as of the
          making of the Advance; and

     (5)  the execution of this Request for Term Loan Advance will not
          violate the material terms and conditions of any material contract,
          agreement or other borrowing of Company or its Subsidiaries

- ------------
     5/  Strike inapplicable  term  to  indicate whether a conversion or
      refunding.


 150 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

E.   Defined Terms

     Capitalized terms used herein, unless specifically defined to the
contrary herein, have the meanings given them in the Agreement.

Dated this _________  day of ____________________, 1994.


                                   VISHAY INTERTECHNOLOGY, INC.



                                   By:_________________________________

                                   Its:________________________________


(This form of Request for Term Loan Advance (including footnotes) is subject
in all respects to the terms and conditions of the Agreement which shall
govern in the event of any inconsistencies or omissions.)






 151 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "F"

                       FIXED RATE ELECTION



To:  Comerica Bank ("Agent")

Re:  Amended and Restated Vishay Intertechnology, Inc. $302,500,000 Revolving
     Credit and Term Loan Agreement dated as of July ____, 1994 (the
     "Agreement"), among Vishay Intertechnology, Inc. ("Company"), Agent and
     certain Banks

     Pursuant to Section 3.11 of the Agreement, the Company elects the Fixed
Rate as the Applicable Interest Rate for the remaining balance of the Term
Loan.

     The Company certifies to the matters specified in Section 3.11(c) of the
Agreement.

     Capitalized terms used herein, unless specifically defined to the
contrary herein, have the meanings given them in the Agreement.


Dated:____________________         VISHAY INTERTECHNOLOGY, INC.



                                   By:___________________________


                                   Its:__________________________





 152  -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                                 EXHIBIT "G"

                                 Percentages

     Comerica Bank                                             15.42%
     NationsBank of North Carolina, N.A.                       15.42%
     Berliner Handels-Und Frankfurter Bank                     11.67%
     Signet Bank Maryland                                      11.66%
     Bank Hapoalim, B.M.                                        8.33%
     CoreStates Bank, N.A.                                      8.33%
     ABN AMRO Bank N.V.                                         8.33%
     Credit Lyonnais New York Branch                            8.33%
     Bank Leumi le-Israel, B.M.                                 4.17%
     Credit Suisse                                              4.17%
     Meridian Bank                                              4.17%






 153 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

                           EXHIBIT "H"

                             Sublimit


Vishay Beteiligungs GmbH, formerly
     Draloric Electronic GmbH ("VBG").................$25,000,000


Draloric Electronic GmbH, formerly
     Vishay Electronic GmbH ("Draloric")..............$25,000,000;


provided, however, that to the extent of any increase in the
nominal share capital of Draloric which causes its aggregate
nominal share capital to exceed Fifteen Million Deutsche Marks (DM
15,000,000), the Sublimit applicable to VBG shall decrease dollar
for dollar by the equivalent in Dollars of any such increase and 
the Sublimit applicable to Draloric shall increase by the
equivalent in Dollars of any such increase.




 154 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)


                                EXHIBIT "I"

                                  FORM OF
                           ASSIGNMENT AGREEMENT


                                   Date: ______________________________

 To: VISHAY INTERTECHNOLOGY, INC.

               and

      COMERICA BANK ("Agent")

 Re:  Amended and Restated Vishay Intertechnology, Inc. $302,500,000
      Revolving Credit and Term Loan Agreement dated as of July ____,
      1994 (the "Agreement"), among Vishay Intertechnology, Inc.
      ("Company"), Agent and certain Banks

 Gentlemen and Ladies:

    Reference is made to Section 13.8(c), (d) and (e) of the
 Agreement. Unless otherwise defined herein or the context otherwise
 requires, all initially capitalized terms used herein without
 definition shall have the meanings specified in the Agreement.

    This Agreement constitutes notice to each of  you  of  the
 proposed assignment and delegation by    (insert assigner Bank)
 (the "Assignor") to   (insert Proposed assignee)   (the "Assignee")
 of a ______% undivided interest in each of the Assignor's  notes
 under all of the Loan Agreements (the "Notes"), such that after
 giving effect to the assignment and assumption hereafter provided
 the Assignee's interest in the Notes shall equal $____________*
 and its Percentage shall equal  ____% under the Loan Documents.

    The Assignor hereby instructs the Agent to make all payments
 from and including the "Effective Date" (as  hereafter  defined)
 hereof in respect of the interest assigned hereby, directly to the
 Assignee. The Assignor and the Assignee agree that all interest and
 fees accrued up to, but not including, the Effective Date of the
 assignment and delegation being made hereby are the property of the
 Assignor, and not the Assignee. The Assignee agrees  that,  upon
 receipt of any such interest or fees accrued up to the Effective
 Date, the Assignee will promptly remit the same to the Assignor.

    The Assignee hereby confirms that it has received a copy of
 the Loan Agreements and the exhibits and schedules  referred  to
 therein, and all other Loan Documents which it considers necessary,
 together with copies of the other documents which were required to
 be delivered under the Loan Agreements as a condition to the making

- ------------
    *Such amount shall not be less than a minimum amount of
 $10,000,000.


 155 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

of the loans thereunder. The Assignee acknowledges and agrees that
it: (a) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been
the case had its Percentage been granted and its loans been made
directly by such Assignee to the Company and/or the  Permitted
Borrowers without the intervention of the Agent, the Assignor or
any other bank; and (b) has made and will continue to  make,
independently and without reliance upon the Agent, the Assignor or
any other bank, and based on such documents and information as it
has deemed appropriate, its own credit analysis  and  decisions
relating to the Loan Agreements. The Assignee further acknowledges
and agrees that neither the Agent, nor the Assignor has made any
representations or warranties about the creditworthiness of  the
Company, the Permitted Borrowers or any other party to the Loan
Agreements or any other of the Loan Documents, or with respect to
the legality, validity, sufficiency or enforceability of the Loan
Agreements, or any other of the Loan Documents. This assignment
shall be made without recourse to or warranty by the Assignor,
except as set forth herein.

   Assignee represents and warrants that it is a Person to which
assignments are permitted pursuant to Section  13.8(c)  of  the
Agreement. Assignor and Assignee represent and warrant that this
assignment shall not violate any "blue sky" or other securities law
of any jurisdiction or require the Company or any other Person to
file a registration statement with the United States Securities and
Exchange Commission or Apply to qualify any loans or any interest
in any thereof, under the "blue sky" or other securities laws of
any jurisdiction.

   Except as otherwise provided in the Loan Agreements, effective
as of the Effective Date:

       (a) the Assignee: (i) shall be deemed automatically to have
           become a party to the Loan Agreements, to have assumed
           all of the Assignor's obligations thereunder    to  the
           extent of the Assignee's percentage referred to in the
           second paragraph of this Assignment Agreement,   and  to
           have all the rights and obligations of a party   to  the
           Loan Agreements, as if it were an original signatory
           thereto to the extent specified in the second paragraph
           hereof; and (ii) agrees to be bound by the terms and
           conditions set forth in the Loan Agreements as if it were
           an original signatory thereto; and

       (b) the Assignor's obligations under the  Loan  Agreements
           shall be reduced by the percentage referred to in the
           second paragraph of this Assignment Agreement.

   As used herein, the term "Effective Date" means the date on
which all of the following have occurred or have been completed, as
reasonably determined by the Agent:


 156 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

        (1) the delivery to the Agent of an original of this
            Assignment Agreement executed by the Assignor and the
            Assignee;

        (2) the payment to the Agent, of all accrued fees, expenses
            and other items for which reimbursement is then owing
            under the Loan Agreements;

        (3) the payment to the Agent of the $3,500.00 processing fee
            referred to in Section 13.8(d) (iv) of the Agreement; and

        (4) all other restrictions and items noted in  Sections
            13.8(c), (d) and (e) of the Agreement have been
            completed.

The Agent shall notify the Assignor and the Assignee of the
Effective Date.

   The Assignee hereby advises each of you of the following
administrative details with respect to the assigned loans:

           (A) Address for Notices:

                Institution Name:

                Address:

                Attention:

                Telephone:

                Facsimile:

           (B) Payment Instructions:

           (C) Proposed effective date of assignment.

       The Assignee has delivered to the Agent (or is delivering to
the Agent concurrently herewith) the tax forms referred to in
Section 13.14 of the Agreement, other forms reasonably requested by
the Agent, and the original of each Note held by the Assignor under
the Loan Agreements.


 157 -- EXHIBIT 10.1 ($302,000,000 LOAN AGREEMENT)

       Please evidence your consent to and acceptance of the proposed
assignment and delegation set forth herein by signing and returning
counterparts hereof to the Assignor and the Assignee.


                                       (ASSIGNOR)


                                       By:________________________________

                                       Its:_______________________________

                                       (ASSIGNEE)

                                       By:________________________________

                                       Its:_______________________________

ACCEPTED AND CONSENTED TO
this ______  day of __________ 199_


COMERICA BANK, Agent



By:____________________________

Its:___________________________



VISHAY INTERTECHNOLOGY, INC.



By:____________________________

Its:___________________________


(This form of Assignment Agreement (including footnotes) is subject
in all respects to the terms and conditions of the Agreement which
shall govern in the event of any inconsistencies or omissions.)