Exhibit 10.5


Execution Version


CONSENT AND SECOND AMENDMENT TO
 VISHAY INTERTECHNOLOGY, INC. SECOND AMENDED AND RESTATED LONG
 TERM REVOLVING CREDIT AGREEMENT


          This Consent and Second Amendment to Credit Agreement (“Second Amendment”) is made as of this 6th day of August, 2004 by and among Vishay Intertechnology, Inc. (the “Company”), the Permitted Borrowers, Comerica Bank as Co-Lead Arranger, Co-Book Running Manager and Administrative Agent (the “Agent”), Wachovia Bank, National Association, J.P. Morgan and Bank of America, N.A., as Documentation Agents and Bank Leumi USA, as Managing Agent, and the other lenders party hereto (collectively, with the agent, the “Lenders”).


RECITALS


          A.          The Company, the Permitted Borrowers, Agent and Lenders entered into that certain Vishay Intertechnology, Inc. Second Amended and Restated Long Term Revolving Credit Agreement dated as of July 31, 2003, which was amended by that certain Consent and First Amendment to Vishay Intertechnology, Inc. Second Amended and Restated Long Term Revolving Credit Agreement dated as of May 14, 2004 (collectively, and as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”).


          B.          The Company and the Permitted Borrowers have requested that Agent and Lenders make certain amendments to the Credit Agreement, and Agent and Lenders are willing to do so, but only on the terms and conditions set forth in this Second Amendment.


          NOW, THEREFORE, the Company, the Permitted Borrowers, Agent and the Lenders agree as follows:


	
  
1.
  	
  
The   definitions of “Hedging Obligation(s),” “Indebtedness,” “Loan Documents,” and   “Pledge Agreement(s)” in Section 1.1 of the Credit Agreement are hereby   deleted and the following are inserted in their places, as applicable:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
““Hedging   Obligation(s)” shall mean Interest Rate Protection Agreements and any foreign   currency exchange agreements (including without limitation foreign currency   hedges and swaps) or other foreign exchange transactions, or any combination   of such transactions or agreements or any option with respect to any such   transactions or agreements entered into between Company and/or any of its   Subsidiaries and a Lender or an Affiliate of a Lender to manage existing or   anticipated foreign exchange risk and not for speculative purposes, provided,   that, for purposes of the Collateral Documents and the Foreign Guaranty,   “Hedging Obligations” shall also include the Commodities Hedging Obligations   to the extent such Commodities Hedging Obligations are “Indebtedness” as   defined in this Agreement.”
  










	
  
 
  	
  
““Indebtedness”   shall mean (a) all indebtedness and liabilities whether direct or indirect,   absolute or contingent, owing by Company or any of the Permitted Borrowers to   the Lenders (or any of them) or to the Agent, in any manner and at any time,   under this Agreement or the Loan Documents, 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   Lenders (or any of them) or by Agent, (b) any Special Letters of Credit, (c)   net obligations with respect to (i) Hedging Obligations and (ii) Commodities   Hedging Obligations, provided that (x) the maximum aggregate amount   which shall be available from proceeds of the Collateral under the Collateral   Documents or from any other sums collected from the Company, the Permitted   Borrowers or any of Company’s Subsidiaries pursuant to the Loan Documents   (excluding
the Loan Documents specifically governing the Commodities Hedging   Obligations) for application against Commodities Hedging Obligations shall   not exceed $10,000,000 (with the application of such proceeds to be made by   Agent on a basis consistent with Section 10.2 hereof, such application to be   made on a pro rata basis among the eligible hedging providers under those   Commodities Hedging Obligations designated by the Company pursuant to clause   (y) of this definition, but otherwise in Agent’s sole discretion), (y) the documentation   relating to such Commodities Hedging Obligations, including a letter   agreement between the hedging provider and the Company or applicable   Subsidiary covering multiple commodities hedging transactions (I) specifies   that such obligations have been designated by the Company as (and, subject to   the terms hereof, shall constitute) “Indebtedness” hereunder and (II)   contains an express acknowledgment by the eligible hedging provider
(satisfactory in form and substance to the Agent) of the limitation imposed   on all Commodities Hedging Obligations under clause (x) of this definition,   and (z) copies of such documentation shall have been provided to Agent   promptly following the execution thereof, accompanied by an updated list of   all such documents having been so designated by the Company (which the Agent   is hereby authorized to furnish to any hedging provider requesting such   documentation), provided further that both the Commodities   Hedging Obligations and the Hedging Obligations are entered into between Company   and/or any of its Subsidiaries and a Lender or an Affiliate of a Lender, (d)   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 (e) any and all consolidations, amendments, renewals,   replacements or extensions of any of the foregoing.  For the purposes of Section
9.2(b), “Indebtedness” shall   exclude any Hedging Obligations or Commodities Hedging Obligations.”
  
	
   
  	
  
 
  
	
  
 
  	
  
““Loan   Documents” shall mean collectively, this Agreement, the Letter of Credit   Agreements, the Guaranties, the Collateral Documents, agreements relating to   Hedging Obligations entered into between Company and/or any of its   Subsidiaries
  




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and a Lender   or an Affiliate of a Lender, agreements relating to Commodities Hedging   Obligations (to the extent such Commodities Hedging Obligations are   “Indebtedness” as defined in this Agreement), and any other documents,   instruments or agreements executed pursuant to or in connection with any such   document, the Indebtedness or this Agreement as such documents may be amended   or otherwise modified from time to time.    For the purposes of Section 13.11, “Loan Documents” shall exclude any   Hedging Obligations and Commodities Hedging Obligations.”
  
	
  
 
  	
  
 
  
	
  
 
  	
  
““Pledge   Agreement(s)” shall mean the various stock pledge agreements, including any nantissements,   notarial deeds, pledges of financial instrument accounts, or other local law   pledges (and any of them) previously executed and delivered, executed and   delivered as of the Effective Date or to be executed or delivered pursuant to   Sections 7.16 and/or 7.18 hereof all, in favor of the Agent, for and on   behalf of the Lenders under this Agreement and, in each case as amended,   restated or otherwise modified from time to time.”
  
	
   
  	
  
 
  
	
  
2.
  	
  
Each of the   following definitions are added to Section 1.1 of the Credit Agreement in the   appropriate alphabetical order:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
““Chinese   Restructuring” shall mean that certain merger of Shanghai Vishay Semiconductor   Co., Ltd. (“SVS”) with and into Shanghai Vishay Opto Co., Ltd. (“SVO”) with   SVO as the surviving company to the extent consummated on substantially the   terms described in the signed letter delivered to the Lenders on July 15,   2004.”
  
	
  
 
  	
  
 
  
	
  
 
  	
  
““Commodities   Hedging Obligation(s)” shall mean any precious metal commodity swap   agreement, forward purchase agreement, cap agreement or collar agreement, and   any other agreement or arrangement entered into for protection against   fluctuations in precious metal prices, and, except as used in the definition   of “Indebtedness,” not for speculative purposes.”
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Section   2.1(a) of the Credit Agreement is hereby amended by inserting the following   language at the end of the section:
  
	
   
  	
  
 
  
	
  
 
  	
  
“provided,   however, that upon payment in full in cash of all Indebtedness of the Foreign   Permitted Borrowers hereunder for Advances to any Foreign Permitted Borrower,   and, if any Letter of Credit Obligations of any Foreign Permitted Borrower   are outstanding, upon deposit with the Agent of sufficient funds to cash   collateralize such outstanding Letter of Credit Obligations, the Borrowers   may, upon 10 Business Days written notice to the Agent, revoke the FPB   Advance Notice, provided, further, that following delivery of   such written notice of revocation, no Foreign Permitted Borrower may request   any additional Advances under this Agreement, unless the Required Lenders   consent to the issuance by the Company of a new FPB Advance Notice, and the   Company complies with the requirements of Section 7.16 and the other   provisions of this Agreement following delivery of such notice.”
  




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4.
  	
  
Section   7.16(b)(ii) of the Credit Agreement is hereby amended by deleting it in its   entirety and inserting the following in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“(ii) with   respect to each Person which becomes a Significant Foreign Subsidiary   subsequent to the Effective Date or which is a Significant Foreign Subsidiary   on the Effective Date, and is also a Significant Foreign Subsidiary on the   date of Agent’s receipt of the applicable initial FPB Advance Notice or   becomes a Significant Foreign Subsidiary after Agent’s receipt of such FPB   Advance Notice, cause each such Significant Foreign Subsidiary to execute and   delivery to Agent (a) a Joinder Agreement whereby such Significant Foreign   Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty and   (b) if such Significant Foreign Subsidiary is incorporated under the laws of   the United States of America, a Security Agreement or a Joinder Agreement   whereby such Significant Foreign Subsidiary becomes obligated under the   applicable Security Agreement, as the case may be, such documents to be   executed and delivered to Agent
within eighty (80) days of the Agent’s   receipt of the applicable FPB Advance Notice or, for a Subsidiary which has   become a Foreign Significant Subsidiary after Agent’s receipt of such FPB   Advance Notice, within two hundred and ten (210) days of the first day on   which such Subsidiary was a Foreign Significant Subsidiary, provided,   that, upon revocation of an FPB Advance Notice as described in Section   2.1(a), (x) the Company shall not be required to cause the execution and   delivery of additional Joinder Agreements and Security Agreements as   otherwise required by this subsection, and (y) the Lenders agree that Agent   may, in its sole discretion and upon the written request of the Company,   release the Joinder Agreements and Security Agreements described in this   subsection then in effect; and”
  
	
   
  	
  
 
  
	
  
5.
  	
  
Section   7.16(c)(ii) of the Credit Agreement is hereby amended by deleting it in its   entirety and inserting the following in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(ii) with   respect to the share capital (or other ownership interests) of each Person   which becomes a Significant Foreign Subsidiary subsequent to the Effective   Date, or which is a Significant Foreign Subsidiary on the Effective Date, and   which also is a Significant Foreign Subsidiary on the date of Agent’s receipt   of the applicable FPB Advance Notice or which becomes a Significant Foreign   Subsidiary after Agent’s receipt of such FPB Advance Notice, the Company   shall execute or cause to be executed and delivered to the Agent a Pledge   Agreement encumbering, subject to Section 7.17 hereof, with a first priority   Lien on 65% of the share capital of each such Significant Foreign Subsidiary,   but only with respect to, and only to the extent of, share capital that is   directly owned by the Company and/or one or more Domestic Subsidiaries, to   secure the Indebtedness of the Company and the Domestic Permitted Borrowers   and 100% of the share
capital of each such Significant Foreign Subsidiary to   the extent owned, directly or indirectly, by the Company to secure the   Indebtedness of the Foreign Permitted Borrowers hereunder, such documents to   be executed and delivered to Agent within eighty (80) days of the Agent’s   receipt of the applicable FPB Advance Notice or, for a Subsidiary which has   become a Foreign Significant Subsidiary after Agent’s
  




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receipt of   such FPB Advance Notice, within two hundred and ten (210) days of the first   day on which such Subsidiary was a Foreign Significant Subsidiary provided,   that, upon revocation of an FPB Advance Notice as described in Section 2.1(a)   (x) the Company shall not be required to cause the execution and delivery of   additional Pledge Agreements securing the Indebtedness of the Foreign   Permitted Borrowers as otherwise required by this subsection and (y) the   Lenders agree that Agent may, in its sole discretion and upon the written   request of the Company, release any Pledge Agreement (or a portion of such   Pledge Agreement) then in effect which secures the Indebtedness of the   Foreign Permitted Borrowers as described in this subsection; and”
  
	
  
 
  	
  
 
  
	
  
6.
  	
  
Section 7.16   of the Credit Agreement is hereby amended by inserting the following language   as a post-amble at the end of the section:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Execution   and delivery of Pledge Agreements and Joinder Agreements as specified by this   Section 7.16 shall only be required to the extent permitted and enforceable   under applicable local law, as determined in Agent’s reasonable   discretion.  If delivery of certain   Pledge Agreements and Joinder Agreements as specified by this Section 7.16   cannot be obtained despite the exercise of, in the Agent’s determination,   commercially reasonable efforts, the Agent may, at its option, waive delivery   of such Pledge Agreements and Joinder Agreements.  In either case, upon a change of law or circumstance in a   particular jurisdiction which permits or makes commercially reasonable the   execution and delivery of any Pledge Agreement or Joinder Agreement   previously not required by or waived pursuant to this Section, Agent may, at   its option, request the execution and delivery of such Pledge Agreement or   Joinder Agreement, and any
related documents within such reasonable time   period as Agent may specify.  In   addition, at Agent’s sole discretion, Agent may release a Pledge Agreement   (or a portion of a Pledge Agreement) or a Joinder Agreement relating to a   Foreign Subsidiary to allow a merger as permitted under Section 8.2(a) of   this Agreement, to permit a Foreign Subsidiary to change its corporate form   or where, due to a reorganization or restructuring performed in compliance   with this Agreement, a Domestic Subsidiary becomes a Foreign Subsidiary and   retaining a pledge of its or its Subsidiaries’ equity interests would violate   Section 956 of the Internal Revenue Code (such release limited to that   portion of a Pledge Agreement which would result in such a violation), provided,   however, that upon completion of such merger, change in form or reorganization,   the Company shall cause compliance with the requirements of Section 7.16   within such reasonable time period as the Agent
may specify.”
  
	
   
  	
  
 
  
	
  
7.
  	
  
Section 8.3   of the Credit Agreement is hereby amended by deleting it in its entirety and   inserting the following language in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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:
  




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(a)
  	
  
the   Guaranties;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
guaranties   by the Company or any Subsidiary of (i) Hedging Obligations entered into by   Company or any Subsidiary, (ii) Commodities Hedging Obligations entered into   by Company or any Subsidiary, or (iii) reimbursement obligations in respect   of Special Letters of Credit issued for the account of any Subsidiary;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
guaranties   of indebtedness (i) as set forth on Schedule 8.3 attached hereto or (ii) as   permitted under clauses (d), (e), (f) or (g) of Section 8.7 hereof or clause   (d) of Section 8.4;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
the GATX   Guaranties (provided that the aggregate stated lease payments to which the   GATX Guaranties relate shall not exceed Three Million Dollars ($3,000,000);   and”
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
customary   clean up call provisions under any Permitted Securitization.”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.
  	
  
Section   8.4(d) of the Credit Agreement is hereby amended by deleting it in its   entirety and inserting the following in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“(d)
  	
  
purchase   money Debt for fixed assets (including operating leases and capitalized   leases or other non-cancelable leases having a term of 12 months or longer),   Debt in respect of equipment leasing agreements (based on the aggregate lease   payments during the term of such leases and all available extensions), or   Debt (including guaranties) in respect of real property leases (based on the   aggregate lease payments during the term of such leases and all available   extensions) provided that the aggregate of such purchase money Debt,   Debt in respect of equipment leases and Debt (including guaranties) in   respect of real property leases at any time shall not exceed seven and   one-half percent (7.5%) of Tangible Net Worth;”
  
	
   
  	
  
 
  	
  
 
  
	
  
9.
  	
  
Section 8.4   of the Credit Agreement is hereby amended by inserting the following as new   subsection (k), deleting the “and” at the end of subsection 8.4(i) and   deleting the period at the end of subsection 8.4(j) and inserting “; and” in   its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“(k)
  	
  
unsecured   Commodities Hedging Obligations.”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
Section   8.5(a) is hereby amended by deleting it in its entirety and inserting the   following in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“(a)
  	
  
Liens in   favor of the Agent, as security for the Indebtedness hereunder, and,   including without limitation, any Indebtedness under any Hedging Obligations   or Commodities Hedging Obligations (to the extent such Commodities Hedging   Obligations are “Indebtedness” as defined in this Agreement”) or to secure   Special Letters of Credit;”
  



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11.
  	
  
Section   8.5(f) is hereby amended by deleting it in its entirety and inserting the following   in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“(f)
  	
  
Liens   securing Debt (such Debt being permitted under this Agreement), provided   that the aggregate principal amount of all such Debt which is secured by such   Lien shall not exceed Five Million Dollars ($5,000,000); and”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.
  	
  
Section   8.7(j) is hereby amended by deleting it in its entirety and inserting the   following in its place:
  
	
  
 
  	
  
 
  
	
   
  	
  
“(j)
  	
  
Hedging   Obligations and guaranties by the Company or any Subsidiary of Hedging   Obligations entered into by Company or any Subsidiary and Commodities Hedging   Obligations and guaranties by the Company or any Subsidiary of Commodities   Hedging Obligations entered into by Company or any Subsidiary, as   applicable;”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
13.
  	
  
Section 10.2   is hereby amended by deleting it in its entirety and inserting the following   language in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“10.2     Application   of Proceeds.     Subject to the Collateral   Documents, but notwithstanding anything to the contrary in this Agreement or   other Loan Document, after an Event of Default, the proceeds of any Collateral,   together with any offsets, voluntary payments by the Company or the Permitted   Borrowers or others and any other sums received or collected in respect of   the Indebtedness, shall be applied, first, to payment of principal and   interest of outstanding Advances, any reimbursement obligations under Section   3.6 hereof and any net obligations with respect to Hedging Obligations or   Commodities Hedging Obligations (to the extent such Commodities Hedging   Obligations are “Indebtedness” as defined in this Agreement) entered into   between the Company or its Subsidiaries and a Lender or an affiliate of a   Lender, on a pro rata basis, next, to any other Indebtedness on
a pro rata   basis, and then, if there is any excess, to the Company or the Permitted   Borrowers, as the case may be. The application of such proceeds and other   sums to the outstanding Indebtedness hereunder shall be based on each   Lender’s Percentage of the aggregate Indebtedness.”
  
	
   
  	
  
 
  	
  
 
  
	
  
14.
  	
  
Section   12.15(b) is hereby amended by deleting it in its entirety and inserting the   following language in its place:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“The Lenders   agree to release, and hereby irrevocably authorize the Agent to release, (x)   any Lien granted to or held by the Agent upon any Collateral (i) upon   termination of the Revolving Credit Aggregate Commitment and payment in full   of all Indebtedness payable under this Agreement and under any other Loan   Document; (ii) constituting property sold or to be sold or disposed of as   part of or in connection with any express disposition permitted hereunder,   (iii) as described in Section 7.16 of this Credit Agreement, and (iv) to   permit the merger of a Foreign Subsidiary as permitted under Section 8.2(a)   or to permit a Foreign Subsidiary to change its corporate form, provided that   such surviving Subsidiary shall comply with the requirements of Section 7.16;   (y) the Guaranty of any Subsidiary, (i) in connection with the sale of all of   the share capital of such Subsidiary to the extent that such sale is   expressly permitted hereunder, (ii)
as described in Section 7.16 of this   Agreement, and (iii) to permit the merger of a Foreign Subsidiary as   permitted under Section 8.2(a) or to permit a Foreign
  




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Subsidiary   to change its corporate form, provided that such surviving Subsidiary shall   comply with the requirements of Section 7.16, and (z) any Lien granted to or   held by the Agent upon any Collateral or any Guaranty issued hereunder, but   only if and to the extent (i) required to be released under Section 7.17(b)   hereof, or (ii) approved, authorized or ratified in writing by the Required   Lenders, or all the Lenders, as the case may be, as provided in Section   13.11.  Upon request by the Agent at   any time, the Lenders will confirm in writing the Agent’s authority to   release particular types or items of Collateral pursuant to this Section   12.15(b).”
  
	
  
 
  	
  
 
  
	
  
15.
  	
  
In   connection with the PDD Restructuring (previously approved by the Agent and   the Lenders), the Lenders hereby consent to the release by Agent, at Agent’s   sole discretion, of the Pledge Agreement relating to the equity interests of   General Semiconductor China Co. Ltd. to the extent necessary to effectuate   the PPD Restructuring, provided that any re-pledging of the equity interests   of General Semiconductor China Co. Ltd. which may be required pursuant to the   terms of the Credit Agreement following the PDD Restructuring shall occur at   the later of (a) 180 days of such release, or (b) within the time frame   specified pursuant to Section 7.16(c)(ii) of the Credit Agreement.
  
	
  
 
  	
  
 
  
	
  16.
  	
  
The Agent   and the undersigned Lenders hereby (i) waive the delivery of Joinder   Agreements by General Semiconductor China Co. Ltd., Vishay Semiconductor   Malaysia Sdn. Bhd. and Vishay Electronic SPOL SrO, and Pledge Agreements   relating to the equity interests of General Semiconductor of Taiwan, Ltd. and   Vishay Semiconductor Malaysia Sdn. Bhd. to the extent the same may be   required under Section 7.16 of the Credit Agreement and (ii) upon the   effectiveness of this Second Amendment, agree to make Advances available to   the Foreign Permitted Borrowers subject to the terms and conditions to the   making of Advances specified in the Credit Agreement but regardless of the   execution and delivery of the Pledge Agreements and Joinder Agreements   required under the Credit Agreement later than eighty (80) days after the   receipt of the FPB Advance Notice currently in effect as specified by Section   7.16, provided, however, that the Company
shall (a) cause   Pledge Agreements, in form and substance acceptable to Agent, regarding the   equity interests of Vishay Electronic SPOL SrO to be delivered to Agent, to   the extent permitted and enforceable under applicable local law, within one   hundred and eighty days of the Second Amendment Effective Date (as defined   below), (b) cause General Semiconductor of Taiwan, Ltd. to execute and   deliver a Joinder Agreement to the Foreign Guaranty, in form and substance   acceptable to Agent, to the extent permitted or enforceable under applicable   local law, within sixty days of the Second Amendment Effective Date, (c)   cause (x) a Pledge Agreement, in form and substance acceptable to Agent,   regarding the equity interests of BCcomponents NV (or any successor thereto)   and (y) a Joinder Agreement to the Foreign Guaranty to be executed by   BCcomponents NV (or any successor thereto), each in form and substance   acceptable to Agent, to be executed and delivered to Agent no later than   January
1, 2005
  




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and (d)   otherwise be in compliance with its obligations under Section 7.16 of the   Credit Agreement, unless any of the documentation otherwise required under   Section 7.16 has been specifically waived. Failure to deliver the Pledge   Agreements and Joinder Agreements described in this paragraph within the time   specified herein or in the Credit Agreement as amended hereby shall, unless   extended by the Required Lenders, be an Event of Default under the Credit   Agreement.
  
	
  
 
  	
  
 
  
	
  
17.
  	
  
The Agent   and the Lenders hereby consent (retroactively, to the extent necessary) to   the Chinese Restructuring, and, as required by the Chinese Restructuring, the   Agent and Lenders hereby (a) agree to waive any requirement that additional   issued shares of SVS be pledged to Agent and Lenders (such waiver to be   retroactive to the date of issuance of such stock), and (b) consent to the   release by the Agent, at the Agent’s discretion, of the Lien granted to Agent   for the benefit of the Lenders under that certain Pledge Agreement executed   and delivered in connection with the shares of SVS, and the Joinder Agreement   to Foreign Guaranty executed by SVS, to the extent necessary to effectuate   the Chinese Restructuring.
  
	
  
 
  	
  
 
  
	
  
18.
  	
  
This Second   Amendment shall become effective (according to the terms hereof) on the date   (the “Second Amendment Effective Date”) confirmed by the Company that the   following conditions have been fully satisfied by the Company:
  
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Agent shall   have received counterpart originals of this Second Amendment, in each case   duly executed and delivered by the Company, the Permitted Borrowers and   requisite Lenders and in form and substance satisfactory to Agent and the   requisite Lenders;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Agent shall   have received counterpart originals of those certain Reaffirmations of   Guaranty executed and delivered by the applicable Guarantors; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Company   shall have delivered to Agent such other documentation as Agent and the   Lenders may reasonably request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  19.
  	
  
Each of the   Company and the Permitted Borrowers hereby represents and warrants that,   after giving effect to the amendments contained herein, (a) execution and   delivery of this Second Amendment and the other Loan Documents required to be   delivered hereunder (if any), and the performance by the Company and the   Permitted Borrowers of their respective obligations under the Credit   Agreement as amended hereby (herein, as so amended, the “Amended Credit   Agreement”) are within such undersigned’s corporate powers, have been duly   authorized, are not in contravention of law or the terms of its articles of   incorporation or bylaws or other organic documents of the parties thereto, as   applicable, and except as have been previously obtained do not require the   consent or approval, material to the amendments contemplated in this Second   Amendment or the Amended Credit Agreement, of any governmental body, agency   or authority, and this Second
Amendment, the Amended Credit Agreement and the   other Loan Documents required to be delivered hereunder (if any), will   constitute the valid and binding obligations of such undersigned parties   enforceable in accordance with their respective terms, except as enforcement   thereof may be limited by applicable bankruptcy, 
  




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reorganization,   insolvency, moratorium, ERISA or similar laws affecting the enforcement of   creditors’ rights generally and by general principles of equity (whether   enforcement is sought in a proceeding in equity or at law), (b) the   continuing representations and warranties set forth in Sections 6.1 through   6.20, inclusive, of the Amended Credit Agreement are true and correct on and   as of the date hereof (except to the extent such representations specifically   relate to an earlier date), and such representations and warranties are and   shall remain continuing representations and warranties during the entire life   of the Amended Credit Agreement, and (c) as of the Second Amendment Effective   Date, no Default or Event of Default shall have occurred and be continuing,   except as may have been waived by the terms of this Second Amendment.
  
	
   
  	
  
 
  
	
  
20.
  	
  
Except as   specifically set forth above, this Second Amendment shall not be deemed to   amend or alter in any respect the terms and conditions of the Credit   Agreement, any of the Notes issued thereunder or any of the other Loan   Documents, or to constitute a waiver by the Agent and the Lenders of any   right or remedy under or a consent to any transaction not meeting the terms   and conditions of the Credit Agreement, any of the Notes issued thereunder or   any of the other Loan Documents.
  
	
  
 
  	
  
 
  
	
  
21.
  	
  
Each of the   Company and the Permitted Borrowers hereby acknowledges and confirms that it   does not possess (and hereby forever waives, releases and holds harmless the   Agent and the Lenders and each of their former, current and future parents,   subsidiaries, affiliates, directors, officers, employees, attorneys and other   representatives and each of their respective successors and assigns   (collectively, the “Lender Parties”) from and against, and agrees not to   allege or pursue) any claim, cause of action, demand, defense, and other   right of action whatsoever, in law or equity which it and its respective   successors or assigns have or may have against the Lender Parties, or any of   them, prior to or as of the date of this Second Amendment by reason of any   cause or matter of any kind or nature whatsoever, including, but not limited   to, any cause or matter arising from, relating to, or connected with, in any   manner the Credit Agreement,
any of the Loan Documents, any related document,   instrument or agreement or this Second Amendment (including, without   limitation, any payment, performance, validity or enforceability of any or   all of the indebtedness, covenants, agreements, rights, remedies, obligations   and liabilities under the Credit Agreement, any of the Loan Documents, any   related document, instrument or agreement or this Second Amendment) or any   transactions relating to any of the foregoing, or any or all actions, courses   of conduct or other matters in any manner whatsoever relating to or otherwise   connected with any of the foregoing.
  
	
   
  	
  
 
  
	
  
22.
  	
  
Each of the   Company and the Permitted Borrowers hereby acknowledges and agrees that this   Second Amendment and the amendments contained herein do not constitute any   course of dealing or other basis for altering any obligation of the Company,   any Permitted Borrower or any other party or any rights, privilege or remedy   of the Agent or the Lenders under the Credit Agreement, any other Loan   Document, any other agreement or document, or any contract or instrument.
  
	
  
 
  	
  
 
  
	
  
23.
  	
  
Each of the   Company and the Permitted Borrowers hereby ratifies, confirms and reaffirms   its covenants, agreements and obligations under the Credit Agreement, as   amended as of the date hereof by the First Amendment and the Second   Amendment, and
  




10








	
  
 
  	
  
each other   Loan Document previously executed and delivered by it, or executed and   delivered in accordance with the First Amendment or this Second   Amendment.  Each reference in the   Credit Agreement to “this Agreement” or “the Credit Agreement” shall be   deemed to refer to Credit Agreement as amended by the First Amendment and   this Second Amendment and each other amendment from time to time executed and   delivered thereto.
  
	
   
  	
  
 
  
	
  
24.
  	
  
Unless   otherwise defined to the contrary herein, all capitalized terms used in this   Second Amendment shall have the meaning set forth in the Credit Agreement.
  
	
  
 
  	
  
 
  
	
  
25.
  	
  
This Second   Amendment may be executed in counterpart in accordance with Section 13.10 of   the Credit Agreement.
  
	
  
 
  	
  
 
  
	
  
26.
  	
  
This Second   Amendment shall be construed in accordance with and governed by the laws of   the State of Michigan.
  




11









          WITNESS the due execution hereof as of the day and year first above written.


 

	
  COMPANY:
  	
  
 
  	
  
AGENT:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
VISHAY INTERTECHNOLOGY, INC.
  	
  
 
  	
  
COMERICA BANK,   As Co-Lead
  
	
  
 
  	
  
 
  	
  
 
  	
  
Arranger,   Co-Book Running Manager and
   Administrative Agent
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD N. GRUBB
  	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Its:
  	
  
Executive   Vice President, 
   Chief Financial Officer and Treasurer

63 Lincoln   Highway
   Malvern, Pennsylvania 19355
  	
  
 
  	
  
Its:
  	
  
Vice   President
   One Detroit Center
   500 Woodward Avenue
   Detroit, Michigan 48226
  
	
   
  	
  
 
  	
  
 
  	
  
Attention: Corporate   Finance
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
PERMITTED   BORROWERS:
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
VISHAY EUROPE   GmbH
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD N. GRUBB
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Its:
  	
  
Vice President
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  VISHAY ELECTRONIC   GmbH
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD N. GRUBB
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Its:
  	
  
Vice   President
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
VISHAY INTERTECHNOLOGY ASIA PTE LTD
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ BEE LENG SAW
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  Its:
  	
  
Director
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  




12








	
  
 
  	
  
COMERICA BANK,   individually, as a Lender, Swing Line Bank and as Issuing Bank
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BANK OF    AMERICA N.A., as   Documentation Agent and as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
FLEET NATIONAL   BANK,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
BANK HAPOALIM   B.M.,
   NEW YORK   BRANCH,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  




13








	
  
 
  	
  
BANK LEUMI   USA, as Managing Agent and as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ISRAEL DISCOUNT   BANK OF    NEW YORK,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WESTLB AG,   New York Branch, as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WACHOVIA BANK,   NATIONAL ASSOCIATION, as Documentation Agent and a   Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
JP MORGAN CHASE   BANK,   as Documentation Agent and a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Its:
  	
  
___________________________________________
  




14








	
  
 
  	
  
BANK OF    TOKYO-MITSUBISHI   TRUST COMPANY,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Its:
  	
  
___________________________________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
KEYBANK NATIONAL   ASSOCIATION,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
THE BANK OF    NOVA   SCOTIA,   as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Its:
  	
  
___________________________________________
  



15