exv10w1





Exhibit 10.1




EXECUTION COPY




October 26, 2010




Vishay Intertechnology, Inc.

63 Lincoln Highway

Malvern, Pennsylvania 19355-2120





			
	     Re:	 	Consent under Vishay Intertechnology, Inc. Fourth Amended and Restated Credit
Agreement dated as of June 24, 2008, as amended to the date hereof, and as further
amended from time to time (the “Credit Agreement”) by and among Vishay Intertechnology,
Inc. (the “Company”), the Permitted Borrowers, the Lenders party thereto (the
“Lenders”) and Comerica Bank, as Administrative Agent for the Lenders (the “Agent”).




Ladies and Gentlemen:




     Reference is hereby made to the Credit Agreement. Except as specifically defined to the
contrary herein, capitalized terms used in this Consent shall have the meanings given them in the
Credit Agreement.



     The Company and the Permitted Borrowers have requested that the Required Lenders consent to
the incurrence of additional unsecured convertible Debt (the “New Additional Debt”) by the Company
on the terms summarized in that certain Indicative Term Sheet attached hereto (the “Indicative Term
Sheet”), such New Additional Debt not being otherwise permitted under Section 8.4 of the Credit
Agreement. The Company also intends to repurchase up to $275,000,000 of its common shares (“Stock
Repurchases”) and has requested that the Required Lenders consent to the Stock Repurchases, such
Stock Repurchases not otherwise permitted under Section 8.1 of the Credit Agreement.



     The Company has designated (the “Designation”) the Indicative Term Sheet, this Consent and any
other related information or materials furnished to the Lenders in connection with the New
Additional Debt, the Stock Repurchases and this Consent as confidential and subject to the terms of
Section 13.13 of the Credit Agreement.



     Based upon the Agent’s receipt of the approval of the Required Lenders, the Agent hereby
confirms the Consent of the Required Lenders to the Company’s incurrence of the New Additional Debt
and the making of the Stock Repurchases, subject to the following terms and conditions:




 









 






     1. The New Additional Debt shall be unsecured, but otherwise pari passu in
right of payment to the Indebtedness on customary terms and conditions substantially consistent
with the Indicative Term Sheet and otherwise reasonably acceptable to the Agent, as confirmed to the
Company by the Agent, and shall be convertible into common stock of the Company on customary terms
and conditions reasonably acceptable to the Agent, again as confirmed to the Company by the Agent.




     2. The New Additional Debt shall be issued by the Company on or before January 31, 2011, and
both immediately before and immediately after the issuance of the New Additional Debt (after taking
into account this Consent), no Default or Event of Default shall have occurred and be continuing
under the Credit Agreement.



     3. The New Additional Debt (i) shall be in an original principal amount not to exceed
$275,000,000, (ii) and shall be non-amortizing and have a maturity date extending at least beyond
December 31, 2017.



     4. The Company shall also be entitled to make cash Stock Repurchases under this Consent in an
aggregate amount not to exceed the amount of the gross proceeds of the New Additional Debt received
by the Company, such Stock Repurchases to be consummated on or before January 31, 2011.



     5. The Company undertakes (i) on the date of issuance of the New Additional Debt or as
promptly as practicable thereafter, to provide Agent with copies of the principal documentation
governing such New Additional Debt, (ii) on the date of issuance of the New Additional Debt, to
provide Agent with evidence satisfactory to Agent of the issuance of the New Additional Debt and
(iii) within 5 Business Days of the consummation of any Stock Repurchases under this Consent, to
deliver to Agent evidence reasonably satisfactory to Agent (in form and detail) confirming such
Stock Repurchases, and in the case of each of subclauses (ii) and (iii) hereof, certifying as to
the non-existence, as of the applicable dates of such transactions, of any Default or Event of
Default.



     The Company and the Permitted Borrowers hereby agree that, on the date of issuance of the
Additional Debt, they will repay the Indebtedness, pursuant to the requirements of Section 4.9(c)
and Section 2.19(a) of the Credit Agreement, as applicable, provided that any amounts repaid under
Section 2.19 shall be available for reborrowing thereunder.



     This Consent shall be of no further force and effect if the New Additional Debt has not been
issued on or before January 31, 2011, unless such date is extended by the Required Lenders.



     This Consent is limited to the specific matters described above and shall not be deemed to be
a waiver or consent to any other matter, including without limitation any failure to comply with
any provision of the Credit Agreement or any other Loan Document, or to apply to any other
financial covenant or any other reporting period, or to amend or alter in any respect the term and
conditions of the Credit Agreement (including without limitation all conditions and requirements
for Advances), the Notes or any of the other Loan Documents except as



2









 




specifically stated herein,
or to constitute a waiver or release by the Lenders or the Agent of any right, remedy, Default or
Event of Default under the Credit Agreement or any other Loan Documents, except as specifically set
forth above. Furthermore, this Consent shall not affect in any manner whatsoever any rights or remedies of the Lenders with respect to any other
non-compliance by the Company, the Permitted Borrowers or any Subsidiary with the Credit Agreement
or the other Loan Documents, whether in the nature of a Default or an Event of Default, and whether
now in existence or subsequently arising.




     By signing and returning a counterpart of this letter to the Agent, the Company and the
Permitted Borrowers acknowledge their acceptance of the terms of this letter. This Consent shall
not become effective unless and until countersigned by the Company and the Permitted Borrowers and
returned to the Agent on or before the close of business on November 15, 2010, accompanied by an
officer’s certificate satisfactory to the Agent confirming the due authorization, execution and
delivery of this Consent by the Company and the Permitted Borrowers.



	 	 	 	 	 
	 	Very truly yours,







COMERICA BANK, as Agent

 	 
	 	By:  	/s/  Rick
Hampson	 
	 	 	 	 
	 	Its:  	  S.V.P.	 
	 



Acknowledged and Accepted

as of November 3, 2010:




	 	 	 	 

	VISHAY INTERTECHNOLOGY, INC.

	 
	 	 
	By:

	 	/s/ Lior E. Yahalomi
	 

	 	 
	 
	 	 
	Its:

	 	Executive VP and Chief Financial Officer
	 

	 	 
	 
	 	 
	PERMITTED BORROWERS:
	 
	 	 
	SILICONIX INCORPORATED
	 
	 	 
	By:

	 	/s/ Lior E. Yahalomi
	 

	 	 
	 
	 	 
	Its:

	 	Vice President and Chief Financial Officer
	 

	 	 





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	SILICONIX TECHNOLOGY C.V.
	 
	 	 
	By:

	 	/s/ Lior E. Yahalomi
	 

	 	 
	 

	 	Lior E. Yahalomi of Siliconix Semiconductor, Inc.,

a General Partner of Siliconix Technology, C.V.
	 
	 	 
	Its:

	 	Vice President and Chief Financial Officer
	 

	 	 





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AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	Comerica Bank	 
	 	[Lender]	 
	 
	 	By:  	/s/  Richard C. Hampson	 
	 	 	Name:  Richard C. Hampson	 	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	JPMORGAN
CHASE BANK, N.A.	 
	 
	 	By:  	/s/
James A. Knight	 
	 	 	Name:  	James A. Knight	 
	 	 	Title:  	Vice President	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	WELLS
FARGO BANK, NATIONAL
ASSOCIATION (successor by merger
to
Wachovia Bank, National Association)	 
	 
	 	By:  	/s/
Robert G. McGill Jr.	 
	 	 	Name:  	Robert G. McGill Jr.	 
	 	 	Title:  	Director	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	BANK
LEUMI USA	 
	 	[Lender]	 
	 
	 	By:  	/s/ Dr. Avram Keusch	 
	 	 	Name:  	Dr. Avram Keusch
Vice President	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	Bank
of Tokyo-Mitsubishi UFJ Trust Company	 
	 
	 	By:  	/s/
George Stoecklein	 
	 	 	Name:  	George Stoecklein
Vice President	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	HSBC Bank USA, National Association	 
	 
	 	By:  	/s/ Susanna C. Satten	 
	 	 	Name:  	Susanna C. Satten
Assistant Vice President	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	Bank Hapoalim	 
	 	[Lender]	 
	 
	 	By:  	/s/
Lee Stenner	 
	 	 	Name:  	Lee Stenner	 
	 
	 	By:  	/s/
Ofer Vadot	 
	 	 	Name:  	Ofer Vadot, VP	 
	 	 	 	 
	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	Intesa Sanpaolo S.p.A.	 
	 
	 	By:  	/s/ Luca Sacchi	 
	 	 	Name:  	Luca Sacchi 	 
	 	 	Title:  	VP 	 
	 	 	 	 
	 
	 	By:  	/s/ Francesco
DiMario	 
	 	 	Name:  	Francesco
DiMario 	 
	 	 	Title:  	FVP 	 




 











 





AUTHORIZATION OF CONSENT




     The undersigned Lender hereby consents to the matters specified above on the terms and
conditions set forth in the attached Consent dated October 26, 2010 and authorizes the Agent to
issue the foregoing Consent to the Company. The undersigned Lender (for itself only), further
acknowledges the Designation made by the Company on page 1 of this Consent.



	 	 	 	 	 
	 	TD Bank, N.A.	 
	 	         [Lender]	 
	 
	 	By:  	/s/ Marla Willner 	 
	 	 	Name:  Marla Willner