Exhibit 10.9


SALES AND RECEIVABLES SALE AGREEMENT


          THIS AGREEMENT is entered into as of February 22, 2005 (“Effective Date”), by and between Vishay Americas, Inc., a Delaware, United States corporation (hereinafter referred to as “SalesCo”) and Siliconix Technology, C.V., a Netherlands limited partnership (hereinafter referred to as “Manufacturer”).


          WITNESSETH:

	
  
 
  	
  
     WHEREAS, Manufacturer is engaged in
     the manufacture and sale of semiconductor
     products (“Products”); and
 
	
  
 
  	
  
 
  
	
  
 
  	
  
WHEREAS,   SalesCo and Manufacturer are parties to that certain Undisclosed Commission   Agency Agreement dated January 1, 2004 (the “Existing Agreement”); and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
WHEREAS,   pursuant to the Existing Agreement and the parties’ business practices and   course of conduct, (i) SalesCo acts as Manufacturer’s exclusive sales   representative in the Territory (as defined herein) and (ii) Manufacturer   sells to SalesCo all Receivables generated by the sale of Manufacturer’s   Products; and
  
	
   
  	
  
 
  
	
  
 
  	
  
WHEREAS, the   parties wish to enter into this Agreement to replace the Existing Agreement   for purposes of more clearly documenting the parties’ intentions, business   practice and course of conduct;
  




          NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and intending to be legally bound, the parties hereby agree as follows.


ARTICLE 1
 DEFINITIONS


          Affiliate or Affiliates.   “Affiliate” or “Affiliates” shall mean any corporation, firm, partnership, or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with a party to this Agreement to the extent of at least 50 percent of the equity having the power to vote on or direct the affairs of the entity and any person, firm, partnership, corporation, or other entity actually controlled by, controlling, or under common control with a party to this Agreement.


          Business Day.  “Business Day” shall mean a day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required by law to be closed in New York, New York.


          Collections.  “Collections” shall mean all cash and other proceeds of the Receivables.


               Discount
     Rate.  “Discount Rate” shall mean a percentage agreed upon
     periodically, but not more frequently than annually, and determined at
     arm’s length by and with the approval of SalesCo and the independent
     directors of Siliconix incorporated, Manufacturer’s ultimate parent,
     which percentage is intended to discount the face amount of the Receivables
     by a factor that takes into consideration the risk of nonpayment, the time
     value of money based upon anticipated dates of collection of the
     Receivables, the cost to SalesCo of servicing the Receivables and a reasonable profit for SalesCo.









          Effective Date.   “Effective Date” is as defined in the preamble of this Agreement.


          Existing Agreement.   “Existing Agreement” is as defined in the recitals of this Agreement.


          Governmental Authority.  “Governmental Authority” shall mean any action or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government.


          Lien.  “Lien” shall mean with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, security interest or claim in, on or against such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or other similar right of a third party with respect to such securities.


          Manufacturer.   “Manufacturer” shall mean Siliconix Technology, C.V.


          Obligor.  “Obligor” shall mean a customer of Manufacturer that is the obligor of any Receivable.


          Payment Date.  “Payment Date” shall mean with respect to any Receivable, the date SalesCo pays the Purchase Price for such Receivable pursuant to Section 5.2.


          Person.  “Person” shall mean  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.


          Purchase Price.  “Purchase Price” shall have the meaning set forth in Section 5.2.


          Purchased Receivables.  Purchased Receivables shall mean Receivables and all Receivables Property in respect thereof that SalesCo purchases pursuant to this Agreement.


          Products.   “Products” is defined in the preamble of this Agreement.


          Receivable.  “Receivable” shall mean the indebtedness and payment obligations of any Person to Manufacturer (including, without limitation, obligations constituting an account or general intangible or evidenced by a note, instrument, contract, security agreement, chattel paper or other evidence of indebtedness or security) arising from a sale of merchandise by Manufacturer, including, without limitation, any right to payment for goods sold, and including the right to payment of any interest, sales taxes, finance charges, returned check or late charges and other obligations of such Person with respect thereto.


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          Receivables Property.  “Receivables Property” shall have the meaning set forth in Section 5.1(a).


          Related Property. “Related Property” shall mean, with respect to each Receivable:

	
  
 
  	
  
a.     all   of Manufacturer’s interest in the goods (including returned goods), if any,   relating to the sale which gave rise to such Receivable;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
b.     all   other Liens, and Manufacturer’s interest in the property subject thereto from   time to time purporting to secure payment of such Receivable, together with   all financing statements signed by an Obligor describing any collateral   securing such Receivable; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
c.     all   Manufacturer’s interest in all contracts to the extent relating to such   Receivable and Manufacturer’s interest in all guarantees, insurance, letters   of credit and other agreements or arrangements of whatever character from   time to time supporting or securing payment of such Receivable;
  




in the case of clauses (b) and (c), whether pursuant to the contract related to such Receivable or otherwise or including without limitation, pursuant to any obligations evidenced by a note, instrument, contract, security agreement, chattel paper or other evidence of indebtedness or security and the proceeds thereof.


          SalesCo.   “SalesCo” shall mean Vishay Americas, Inc.


          Territory.   “Territory” shall be markets contained within the continents of North & South America.


ARTICLE 2
 APPOINTMENT AS SALES COMPANY

	
  
 
  	
  
SECTION 2.1.  Appointment.      Manufacturer hereby appoints SalesCo as its exclusive sales   representative for the sale of Products in the Territory.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 2.2.  Acceptance.      SalesCo hereby accepts the appointment to be the exclusive sales   representative of Manufacturer in the Territory.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 2.3.  Nature of   Relationship.    The relationship   established between Manufacturer and SalesCo by this Agreement is that of   manufacturer and representative.    SalesCo is an independent contractor under this Agreement and shall   not have the right to assume or create any obligation of any kind, either   express or implied, on behalf of Manufacturer, except as expressly provided   for in this Agreement.  Nothing in   this Agreement shall be deemed to establish or otherwise create a   relationship of principal and agent, employer and employee, or otherwise   between Manufacturer and SalesCo.
  




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SECTION 2.4.  Withholding   Taxes and Related Matters.    Any   withholding or related tax or other obligations relating to the payments due   under the terms of this Agreement shall be complied with by SalesCo, shall be   reflected in the payment notice, and shall not alter the amount of the   obligation of SalesCo under this Agreement.
  




ARTICLE 3
 RESPONSIBILITIES

	
  
 
  	
  
SECTION 3.1.  SalesCo.      SalesCo shall at all times during the term of this Agreement:
  





	
  
 
  	
  
a.     Actively   and diligently promote the sale of the Products by, among other things,   solicitation of inquiries and calls on customers and prospective customers to   obtain inquiries and by rendering such services as may be required to present   and sell Products;
  
	
   
  	
  
 
  
	
  
 
  	
  
b.     Provide   service for existing and potential customer accounts within the Territory on   a regular basis consistent with good business practice; In these efforts   SalesCo will provide an adequate and trained sales force to promote the sale   of Products;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
c.     Cooperate   with and represent Manufacturer in promotional efforts;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
d.     Maintain   a sales office or offices that shall be open during normal business hours;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
e.     Facilitate   communications by and between Manufacturer and customers or prospective   customers regarding the Products inquiries, orders, delivery schedules,   quality, service, administrative, or other matters; SalesCo shall maintain   records and summary reports regarding such communications with customers and   prospective customers, and shall provide such items to Manufacturer upon   request of Manufacturer;
  
	
   
  	
  
 
  
	
  
 
  	
  
f.     Furnish   to Manufacturer such other reports and information relating to the purpose of   this Agreement (which includes but is not limited to sales activities, market   prices, products and strategies of competitors, possible new products, future   customer needs, market trends, and related matters) that may reasonably be   requested from time to time by Manufacturer or that SalesCo shall become   aware of during the term of this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
g.     Perform   administrative support functions such as order processing, customer credit   review, customer invoicing, and Receivable processing for all sales of   Product to customers in the Territory;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
h.     Immediately   notify Manufacturer in writing of any claim that the Products infringe any   trademark, copyright, trade secret, or similar law in order to allow   Manufacturer to defend such claim.
  




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SECTION 3.2.  Manufacturer.      Manufacturer shall at all times during the terms of this Agreement:
  





	
  
 
  	
  
a.     Provide   to SalesCo, without charge:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
i.     All   sales promotion and technical information materials regarding the Products as   Manufacturer deems reasonably necessary;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
ii.     Full   information with respect to all Products specification changes;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iii.     All   Products samples as Manufacturer deems necessary; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iv.     All   Products brochures and printed advertising or technical data as Manufacturer   deems necessary and useful.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
b.     Assume   all market risk relating to the Products (being the risk that Products do not   sell in the market of the Territory);
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
c.     Assume   all risks relating to inventory, including risk related to product quality,   returns and allowances, order processing errors, mistakes in the   communication of product specifications, customer liability, or other and   related matters except bad debt risk;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
d.     Assume   responsibility for all costs and risks related to the manufacture and sale of   Product not expressly assumed by SalesCo under this Agreement, including but   not limited to manufacturing costs, freight, import or other tariffs, and   broker fees and other handling charges.    Manufacturer may engage Affiliates to assist in the importation of   Products into the Territory.
  




ARTICLE 4
 TERMS OF SALE OF PRODUCT

	
  
 
  	
  
     SECTION 4.1. 
     Orders.    SalesCo shall solicit orders from customers
     in the Territory pursuant to such procedures as Manufacturer shall
     periodically specify.
 
	
   
  	
  
 
  
	
  
 
  	
  
SECTION 4.2.  Representations.      SalesCo agrees to make only such representations as to quality,   capacity, performance, and related matters with respect to the Products as   shall periodically be specified by Manufacturer, and shall make all such   representations on behalf of Manufacturer and solely in its capacity as   Manufacturer’s exclusive sales representative in the Territory.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 4.3.  Manufacturer   Advice.    Manufacturer shall advise   SalesCo of all shipments of the Products no later than the day of shipment,   giving the customer name, description, quantity, purchase order number, and   other pertinent information.
  




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SECTION 4.4.    Commission.    In   consideration of the performance of SalesCo’s obligations under this   Agreement as Manufacturer’s exclusive sales representative in the Territory,   Manufacturer shall pay SalesCo as compensation a commission upon all   sales of any of the Products within the Territory at a rate as agreed upon   periodically and determined at arm’s length.    The calculation will be based upon sales net of all actual credits and   allowances.
  
	
   
  	
  
 
  
	
  
 
  	
  
SECTION 4.5.  Currency.      All transactions between Manufacturer and SalesCo shall be denominated   in U.S. Dollars.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 4.6.  Confidentiality.      Know how, financial, technical, business and other information obtained   by SalesCo from Manufacturer hereunder shall be kept strictly confidential   and shall not be used by SalesCo otherwise than for and in connection with   the sales of the Products.  SalesCo   shall cause suitable undertakings of secrecy to be given by its present   personnel as well as by its future employees both for the period of their   employment and for the time thereafter.
  




ARTICLE 5
 PURCHASE AND SALE OF RECEIVABLES

	
  
 
  	
  
SECTION 5.1.  Purchase and   Sale of Receivables.
  




	
   
  	
  
a.     SalesCo   hereby acquires and purchases from Manufacturer, and Manufacturer hereby   sells, assigns, transfers and conveys to SalesCo, without recourse (except to   the limited extent provided herein), all of Manufacturer’s right, title and   interest in, to and under (i) all Receivables now existing or hereafter   arising from time to time, (ii) all payment and enforcement rights (but none   of the obligations) with respect to such Receivables, (iii) all Related   Property in respect of such Receivables and (iv) all Collections with respect   to the foregoing clauses (i), (ii) and (iii) (the payment and enforcement   rights, Related Property and Collections referred to in clauses (ii), (iii)   and (iv) above are hereinafter collectively referred to as the “Receivables   Property”).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
b.     On   the date of creation of each newly created Receivable, all of Manufacturer’s   right, title and interest in, to and under all such newly created Receivable   and all Receivables Property in respect of such Receivable shall be   immediately and automatically sold, assigned, transferred and conveyed to   SalesCo pursuant to Section 5.1(a) above without any further action by   Manufacturer or any other Person.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
c.     The   parties to this Agreement intend that the transactions contemplated by   Sections 5.1(a) and (b) shall be, and shall be treated as, purchases by   SalesCo and sales by Manufacturer of the Purchased Receivables and not a   lending transaction.  All sales of   Receivables and Receivables Property by Manufacturer hereunder shall be   without recourse to, or representation or warranty of any kind (express or   implied) by Manufacturer, except as otherwise specifically provided   herein.  The foregoing sale,   assignment, transfer and conveyance does not constitute and is not 
  




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intended to   result in a creation or assumption by SalesCo of any obligation of   Manufacturer or any other Person in connection with the Receivables, the   Receivables Property or any agreement or instrument relating thereto,   including any obligation to any Obligor.    If this Agreement does not constitute a valid sale, assignment,   transfer and conveyance of all right, title and interest of Manufacturer in,   to and under the Purchased Receivables despite the intent of the parties   hereto, Manufacturer hereby grants to SalesCo a “security interest” (as   defined in the Uniform Commercial Code as in effect in the State of New York)   in the Purchased Receivables and all proceeds thereof and the parties agree   that this Agreement shall constitute a security agreement under the Uniform   Commercial Code in effect in New York.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
     d.     In
     connection with the foregoing conveyances, Manufacturer acknowledges that
     SalesCo may record and file financing statements (and continuation
     statements with respect to such financing statements when applicable) with
     respect to the Receivables and Receivables Property now existing and
     hereafter acquired by SalesCo from Manufacturer meeting the requirements of
     applicable state law in such manner and in such jurisdictions as are
     necessary to perfect SalesCo’s ownership or security interest in the
     Purchased Receivables.
 
	
   
  	
  
 
  
	
  
 
  	
  
e.     In   connection with the foregoing conveyances, Manufacturer agrees at its own   expense, as agent of SalesCo, (i) to indicate on its files, books and records   that the Purchased Receivables have been sold to SalesCo in accordance with   this Agreement and (ii) to deliver to SalesCo or a party designated by   SalesCo all licenses, rights, computer programs, related material, computer   tapes, disks, cassettes and data necessary to the immediate collection of the   Purchased Receivables by SalesCo.
  





	
  
 
  	
  
SECTION 5.2.  Purchase Price.  The amount payable by SalesCo to   Manufacturer (the “Purchase Price”) for Purchased Receivables on any Payment   Date under this Agreement shall be equal to the product of (a) the aggregate   outstanding Principal Amount of such Purchased Receivables times (b)   the then-applicable Discount Rate.    The Purchase Price for any Purchased Receivables shall be paid by   SalesCo to Manufacturer not more than 30 days from the date such Purchased   Receivables are generated by Manufacturer and acquired by SalesCo.  Amounts not paid when due in accordance   with the terms of this Agreement shall bear interest at a rate equal at all   times to the Prime Rate plus 4%, payable on demand.
  
	
  
 
  	
  
 
  
	
   
  	
  
SECTION 5.3.  No Repurchase.  Except to the extent expressly set forth   herein, Manufacturer shall not have any right or obligation under this   Agreement, by implication or otherwise, to repurchase from SalesCo any   Purchased Receivable or to rescind or otherwise retroactively affect any   purchase of any Purchased Receivable after the date such Purchased Receivable   is transferred pursuant to Section 5.1(a).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 5.4.  Limited   Repurchase Obligation. In the event that any   representation or warranty contained in Section 7.2 in respect of any   Purchased Receivable is not true and correct in any material respect on the   applicable date of transfer pursuant to
  




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Section   5.1(a) and such breach has a material adverse effect on SalesCo’s interest in   such Purchased Receivable, then Manufacturer agrees to pay to SalesCo in cash   an amount equal to the Purchase Price of such Receivable less Collections   received by SalesCo in respect of such Receivable, such payment to occur no   later than the 30th day after the day such breach or incorrectness becomes   known (or should have become known with due diligence) to Manufacturer   (unless such breach or incorrectness shall have been cured on or before such   day). Any payment by Manufacturer pursuant to this Section 5.4 is referred to   as a “Manufacturer Repurchase Payment”.    Manufacturer’s obligation to repurchase any Purchased Receivable   shall, upon satisfaction thereof, constitute the sole remedy available to   SalesCo arising out of the event giving rise to such obligation.  Simultaneously with any Manufacturer   Repurchase Payment with
respect to any Purchased Receivable, such Purchased   Receivable shall immediately and automatically be deemed sold, assigned,   transferred and reconveyed by SalesCo to Manufacturer without any further   action by SalesCo or any other Person.
  
	
   
  	
  
 
  
	
  
 
  	
  
SECTION 5.5.  Obligations   Unaffected.    The obligations of Manufacturer to SalesCo under this Agreement shall   not be affected by reason of any invalidity, illegality or irregularity of   any Receivable or any sale of a Receivable.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 5.6.  Certain Charges.   Manufacturer and SalesCo agree that late charge revenue, reversal of   discounts, other fees and charges and other similar items, whenever created,   accrued in respect of Purchased Receivables shall be the property of SalesCo   and all Collections with respect thereto shall continue to be allocated and   treated as Collections in respect of Purchased Receivables.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 5.7.  Further   Assurances.    From time to time at the request of Manufacturer, SalesCo shall   deliver to Manufacturer such documents, assignments, releases and instruments   of termination as Manufacturer may reasonably request to evidence the   reconveyance by SalesCo to Manufacturer of a Purchased Receivable pursuant to   the terms of Section 5.4, provided that SalesCo shall have been paid all   amounts due thereunder, and SalesCo shall take such action as Manufacturer   may reasonably request, at the expense of Manufacturer, to assure that any   such Receivable, the Related Property and Collections with respect thereto do   not remain commingled with other Collections hereunder.
  



ARTICLE 6
 CONDITIONS TO PURCHASES

	
  
 
  	
  
SECTION 6.1.  Conditions   Precedent to All SalesCo’s Purchases of Receivables.   The obligation of SalesCo to purchase and pay for any Purchased Receivable   shall be subject to the further conditions precedent that, on and as of the   date such Purchased Receivable is transferred pursuant to Section 5.1(a):
  





	
  
 
  	
  
a.     the   representations and warranties of Manufacturer contained in Section 7.2 shall   be true and correct in all material respects as though made on and as of such   date, except to the extent any such representation or warranty is expressly   made only as of another date (in which case it shall be true and correct in   all material respects on and as of such other date);
  




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b.     SalesCo   shall have received such other approvals, opinions or documents as SalesCo   may reasonably request; and
  
	
   
  	
  
 
  
	
  
 
  	
  
c.     Manufacturer   shall have complied with all of its covenants in all material respects and   satisfied all of its obligations in all material respects under this   Agreement required to be complied with or satisfied as of such date;
  




provided, however, that the failure of Manufacturer to satisfy any of the foregoing conditions shall not prevent Manufacturer  from subsequently selling newly created Receivables upon and after the satisfaction of all such conditions.


ARTICLE 7
 REPRESENTATIONS AND WARRANTIES

	
  
 
  	
  
SECTION 7.1.  Representations   and Warranties of SalesCo. SalesCo represents and warrants for the   benefit of Manufacturer as follows:
  





	
  
 
  	
  
a.     It   (i) is a corporation duly organized, validly existing and in good standing   under the laws of Delaware, and (ii) has the requisite corporate power and   authority to effect the transactions contemplated hereby.
  
	
   
  	
  
 
  
	
  
 
  	
  
     b.     The
     execution, delivery and performance by it of this Agreement and all
     instruments and documents to be delivered by it hereunder, and the
     transactions contemplated hereby and thereby, (i) are within its corporate
     powers, have been duly authorized by all necessary corporate action,
     including the consent of shareholders where required, and do not (A)
     contravene its charter or by-laws, (B) violate any law or regulation or any
     order or decree of any court or governmental instrumentality, (C) conflict
     with or result in the breach of, or constitute a default under, any
     indenture, mortgage or deed of trust or any material lease, agreement or
     other instrument binding on or affecting it or any of its properties or (D)
     result in or require the creation or imposition of any Lien except as
     created or imposed hereunder, and no transaction contemplated hereby
     requires compliance on its part with any bulk sales act or similar law, and
     (ii) do not require the consent of, authorization by or approval of or
     notice to or filing or registration with, any Governmental Authority or any
     other Person other than those which have been obtained or made, except for
     the filing of the Financing Statements referred to in Section 5.1(d).   This Agreement has been duly executed and delivered by
     SalesCo and constitutes its legal, valid and binding obligation,
     enforceable against it in accordance with its terms except as such
     enforceability may be limited by (A) applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     affecting the enforcement of creditors’ rights in general, and (B)
     general principles of equity (whether considered in a suit at law or in
     equity).
 




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SECTION 7.2.  Representations   and Warranties of Manufacturer.  Manufacturer hereby represents and   warrants for the benefit of SalesCo on the Closing Date and on each date of   transfer of Receivables pursuant to Section 5.1(a), as follows:
  





	
  
 
  	
  
a.     Organization   and Good Standing.  Manufacturer (i)   is a limited partnership duly organized and validly existing in good standing   under the laws of the Netherlands, (ii) is duly qualified as a foreign   limited partnership and is in good standing in each jurisdiction in which the   failure to so qualify would have a Material Adverse Effect and (iii) and has   full power, authority and legal right to own its properties and conduct its   business as such properties are presently owned and such business is   presently conducted, and to execute, deliver and perform its obligations   under this Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
b.     Due   Authorization.  The execution and   delivery of this Agreement and the consummation of the transactions provided   for herein have been duly authorized by Manufacturer by all necessary action   on its part.
  
	
   
  	
  
 
  
	
  
 
  	
  
c.     Valid   Sale; Binding Obligations.  Each   transfer of Receivables and Receivables Property made pursuant to this   Agreement shall constitute a valid sale, transfer and assignment of the Receivables   and the Receivables Property to SalesCo which is perfected and of first   priority under applicable law, enforceable against creditors of, and   purchasers from, Manufacturer; and this Agreement constitutes an enforceable   obligation of Manufacturer in accordance with its terms, except as such enforceability   may be limited by (A) applicable bankruptcy, insolvency, reorganization,   moratorium or other similar laws now or hereafter in effect affecting the   enforcement of creditors’ rights in general, and (B) general principles of   equity (whether considered in a suit at law or in equity).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
d.     No   Violation.  The execution, delivery   and performance of, and the consummation of the transactions contemplated by,   this Agreement and the fulfillment of the terms hereof will not (i) conflict   with, result in any breach of any of the terms and provisions of, or   constitute (with or without notice or lapse of time or both) a default under,   the limited partnership agreement of Manufacturer or any contract, indenture,   loan agreement, mortgage, deed of trust, or other agreement or instrument to   which Manufacturer is a party or by which Manufacturer or any of its   properties is bound, (ii) result in the creation or imposition of any Lien   upon any of its properties pursuant to the terms of any such contract, indenture,   loan agreement, mortgage, deed of trust, or other agreement or instrument,   other than this Agreement, or (iii) violate any law or any order, rule, or   regulation of any court or of any federal,
state, local or other regulatory   body, administrative agency, or other governmental instrumentality of the   United States of America having jurisdiction over Manufacturer or any of its   properties.
  




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e.     No   Proceedings.  There are no proceedings   or investigations pending or, to the knowledge of Manufacturer, threatened   against Manufacturer before any court, regulatory body, administrative   agency, or other tribunal or governmental instrumentality (i) asserting the   invalidity of this Agreement, (ii) seeking to prevent the consummation of any   of the transactions contemplated by this Agreement, (iii) or seeking any   determination or ruling that would materially and adversely affect the   validity or enforceability of this Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
f.     Government   Approvals.  No authorization or   approval or other action by, and no notice to or filing with, any   Governmental Authority is required for the due execution, delivery and   performance by Manufacturer of this Agreement except for the filing of the   UCC financing statements, all of which, at the time required, shall have been   duly made and shall be in full force and effect.
  
	
   
  	
  
 
  
	
  
 
  	
  
g.     Bona   Fide Receivables.  Each Receivable of   Manufacturer arises out of Manufacturer’s performance in accordance with the   terms of the contract, if any, giving rise to such Receivable.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
h.     Quality   of Title.  Manufacturer is the legal   and beneficial owner of each Receivable and all related Receivables Property   which is to be transferred to SalesCo by Manufacturer, and such Receivables   and Receivables Property shall be transferred by Manufacturer free and clear   of any Lien (other than any Lien arising solely as the result of any action   taken by SalesCo hereunder).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
i.     Valid   Transfers.  No transfer of any   Purchased Receivable to SalesCo by Manufacturer constitutes a fraudulent   transfer or fraudulent conveyance or is otherwise void or voidable under   similar laws or principles, the doctrine of equitable subordination or for   any other reason.  The sales of   Purchased Receivables by Manufacturer to SalesCo pursuant to this Agreement,   and all other transactions between Manufacturer and SalesCo, have been and   will be made in good faith and without intent to hinder, delay or defraud   creditors of Manufacturer, and Manufacturer acknowledges that it has received   and will receive fair consideration and reasonably equivalent value for the   purchases by SalesCo of the Purchased Receivables hereunder.  Manufacturer’s sale to SalesCo of   Purchased Receivables constitutes a true sale of such Purchased Receivables   under applicable U.S. state or foreign law.


	
   
  	
  
 
  
	
  
 
  	
  
j.     Accounting   Treatment.  Manufacturer will not   prepare any financial statements that shall account for the transactions   contemplated hereby in a manner which is, nor will it in any other respect   (except for tax purposes) account for the transactions contemplated hereby in   a manner which is, inconsistent with SalesCo’s ownership interest in the   Purchased Receivables.
  





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k.     Solvency.  Both prior to and after giving effect to   the transactions contemplated by the Transaction Documents, (i) the assets of   Manufacturer, at fair valuation, will exceed its liabilities (including   contingent liabilities), (ii) the capital of Manufacturer will not be   unreasonably small to conduct its business, and (iii) Manufacturer will not   have incurred debts, and does not intend to incur debts, beyond its ability   to pay such debts as they mature.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
l.     Investment   Company Act.  Neither Manufacturer nor   any of Manufacturer’s Subsidiaries is (i) an “investment company” registered   or required to be registered under the 1940 Act, or (ii) a “holding company”,   or a “subsidiary company” or an “affiliate” of a “holding company” within the   meaning of the Public Utility Holding Company Act of 1935, as amended.
  
	
   
  	
  
 
  
	
  
 
  	
  
m.     Receivables   Documents.  Upon the delivery, if any,   by Manufacturer to SalesCo of licenses, rights, computer programs, related   materials, computer tapes, disks, cassettes and data relating to the   administration of the Purchased Receivables pursuant to subsection 5.1(e),   SalesCo shall have been furnished with all materials and data necessary to   permit immediate collection of the Purchased Receivables without the   participation of Manufacturer in such collection.
  






The representations and warranties set forth in this Section 7.2 shall survive the transfer and assignment of the respective Purchased Receivables to SalesCo pursuant to this Agreement.  Manufacturer hereby represents and warrants to SalesCo, as of the Effective Date and each date Receivables are sold to SalesCo that the representations and warranties of Manufacturer set forth in this Section 7.2 are true and correct as of such date.  Upon discovery by Manufacturer or SalesCo of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other.


ARTICLE 8
 GENERAL COVENANTS

	
  
 
  	
  
SECTION 8.1.  Affirmative   Covenants of SalesCo.  SalesCo covenants that it shall:
  






	
  
 
  	
  
a.     Provide   Manufacturer’s  customers with   invoices of Receivables due, collect payments, send late notices (as applicable)   and process requests for extensions, modifications, upgrades, feature   additions, payoffs and rewrites and shall otherwise service the Receivables.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
b.     Not   make any representation, warranty, or guaranty in connection with the   Products other than as authorized by Manufacturer and as Manufacturer’s sales   representative.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
c.     Advise   Manufacturer of any claim for damages or breach of warranty in respect to the   Product asserted by a customer purchasing such Products and shall cooperate   with Manufacturer in the defense or handling of such claims.
  




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d.     Promptly   furnish Manufacturer with product samples and any related information when a   warranty claim is made by a customer.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
e.     Not   at any time do or cause to be done, or fail to do or cause to be done, any   act or thing, directly or indirectly, contesting or in any way impairing   Manufacturer’s right, title, or interest in any trademark.
  





	
  
 
  	
  
SECTION 8.2.  Affirmative   Covenants of Manufacturer.  Manufacturer covenants that:
  





	
  
 
  	
  
a.     It   shall use all reasonable efforts to cause all payments made by Obligors in   respect of Purchased Receivables to be paid to SalesCo.  In the event that Manufacturer receives   Collections or other payments or distributions in respect of any Purchased   Receivables, Manufacturer shall hold such Collections, payments or   distributions for the benefit of SalesCo and shall deliver to SalesCo all   such Collections, payments and distributions in the same form received.
  
	
   
  	
  
 
  
	
  
 
  	
  
b.     From   time to time, at its expense, it will promptly execute and deliver all   further instruments and documents, and take all further action, that may be   necessary or desirable or that SalesCo may reasonably request, to protect or   more fully evidence SalesCo’s ownership, right, title and interest in the   Purchased Receivables, or to enable SalesCo to exercise or enforce any of its   rights hereunder.  Without limiting   the generality of the foregoing, Manufacturer will upon the request of   SalesCo (i) execute and file, in accordance with the provisions of the   Uniform Commercial Code of the applicable jurisdiction, continuation   statements with respect to all financing statements filed in connection with   the transactions contemplated hereby, as well as such financing or continuation   statements, or amendments thereto, and such other instruments or notices, as   may be necessary or, in the reasonable opinion
of SalesCo, desirable, and   (ii) provide to SalesCo upon request copies of the relevant portion of its   books and records that evidence that the Purchased Receivables have been sold   and assigned to SalesCo,
  
	
  
 
  	
  
 
  
	
  
 
  	
  
c.     It   hereby irrevocably authorizes SalesCo to file one or more financing or   continuation statements, and amendments thereto, relative to all or any part   of the Purchased Receivables, without the signature of Manufacturer where   permitted by law.
  
	
  
 
  	
  
 
  
	
   
  	
  
d.     If   it fails to perform any of its agreements or obligations under this   Agreement, SalesCo or its assignees may (but shall not be required to)   perform, or cause performance of, such agreements or obligations, and the   expenses of SalesCo incurred in connection therewith shall be payable by   Manufacturer.  
  
	
  
 
  	
  
 
  
	
  
 
  	
  
e.     SalesCo   (and its assignees) shall have the right at any time to notify, or require   that Manufacturer at its own expense notify, the Obligors of SalesCo’s   ownership of the Purchased Receivables and to direct that payment of all   amounts due or to become due in respect of the Purchased Receivables be made   directly to SalesCo or its designee.
  





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f.     Upon   SalesCo’s written request and at Manufacturer’s expense, Manufacturer shall   (i) assemble all of its documents, instruments and other records (including   credit files and computer tapes or disks) that (A) evidence or will evidence   or record Purchased Receivables and (B) are otherwise necessary or desirable   to effect Collections of such Purchased Receivables (collectively, the   “Documents”) and (ii) deliver the Documents to SalesCo or its designee at a   place designated by SalesCo.
  
	
   
  	
  
 
  
	
  
 
  	
  
g.     It   hereby grants to SalesCo an irrevocable power of attorney (coupled with an   interest) to take any and all steps in Manufacturer’s name necessary or   desirable, in the reasonable opinion of SalesCo, to collect all amounts due   in respect of the Purchased Receivables, including, without limitation,   endorsing Manufacturer’s name on checks and other instruments representing   Collections, enforcing the Purchased Receivables and exercising all rights   and remedies in respect thereof.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
h.     It   shall cause its parent, Siliconix incorporated, to disclose the sale of the   Receivables to SalesCo in each quarterly and annual filing with the   Securities and Exchange Commission that Siliconix incorporated makes after   the Effective Date.
  





	
  
 
  	
  
SECTION 8.3.  Negative Covenants.  Manufacturer covenants that:
  





	
  
 
  	
  
a.     Security   Interests.  Except for the conveyances   hereunder and as provided below, Manufacturer will not sell, pledge, assign   or transfer to any other Person, or grant, create, incur, assume or suffer to   exist any other Lien on any Receivable or Receivables Property, whether now   existing or hereafter created, or any interest therein.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
b.     Extension   or Amendment of Receivables. Manufacturer will not extend, rescind, cancel,   amend or otherwise modify, or attempt or purport to extend, rescind, cancel,   amend or otherwise modify, the terms of any Purchased Receivables, or   otherwise take any action to exercise any control over any Purchased   Receivable or any portion thereof.
  




ARTICLE 9
 INDEMNIFICATION

	
  
 
  	
  
SECTION 9.1.  Manufacturer   Indemnification.    Manufacturer hereby agrees to indemnify, defend and hold harmless   SalesCo from and against any and all claims, losses, liabilities,   obligations, damages, penalties, actions, judgments, suits, costs (including   reasonable attorneys’ fees), expenses and disbursements of any kind or nature   whatsoever (collectively, “Losses”) arising out of or in connection with   Manufacturer’s breach of any of its representations, warranties, covenants or   agreements in this Agreement; provided that Manufacturer shall have no   obligation under this Section 9.1 to SalesCo with respect to any such Losses   to the extent resulting from gross negligence or willful misconduct of 
  




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SalesCo, its   agents or its assignees.  Manufacturer   shall also save, hold harmless, and defend SalesCo from and against any   Losses on account of or resulting from any claim or action for infringement   of any existing or future patent, copyright, or trademark in the Territory,   or misappropriation of any trade secret or other intellectual property right   with respect to Product; provided that Manufacturer shall have no   obligation under this Section 9.1 to SalesCo with respect to any such Losses   to the extent resulting from gross negligence or willful misconduct of   SalesCo, its agents or its assignees.    Manufacturer shall defend any such claim or action at its own expense,   provided that SalesCo promptly notifies Manufacturer on learning of any such   claim or action and cooperates with Manufacturer in defending any such claim   or action.  The agreements set forth   in this Section 9.1 shall survive the collection of all
Purchased   Receivables, the termination of this Agreement and the payment of all amounts   payable hereunder.  
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 9.2.  SalesCo Indemnification.  SalesCo hereby   agrees to indemnify, defend and hold harmless Manufacturer from and against   any and all Losses arising out of or in connection with SalesCo’s breach of   any of its representations, warranties, covenants or agreements in this   Agreement; provided that SalesCo shall have no obligation under this   Section 9.2 to Manufacturer with respect to any such Losses to the extent   resulting from the gross negligence or willful misconduct of Manufacturer,   its agents or its assignees.
  



ARTICLE 10
 TERM AND TERMINATION

	
  
 
  	
  
SECTION 10.1.  Term.      This Agreement shall remain in effect for a period of twelve months   from the Effective Date and shall renew automatically upon each anniversary   of the Effective Date, each time for an additional twelve months, unless and   until either party has given the other party 30 days’ written notice that it   does not wish the term of this Agreement to be extended.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 10.2.  Termination.      Either party shall have the right to terminate this Agreement at any   time, by giving three (3) months’ written notice to the other party.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 10.3.  Rights and   Duties on Termination.    On   termination of this Agreement:
  





	
   
  	
  
a.     SalesCo   shall have no further right to purchase Accounts Receivables or sell   Products, but SalesCo shall own all Receivables created prior to such   termination and all Receivables Property in respect thereof;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
b.     Manufacturer   shall have the right to retain any sums already paid by SalesCo under this   Agreement, and SalesCo shall pay all sums accrued that are then due under   this Agreement; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
c.     SalesCo   shall discontinue all use of any trademark and shall have no further right,   title, or interest in any trademark.
  





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ARTICLE 11
 MISCELLANEOUS

	
  
 
  	
  
SECTION 11.1.  Notices.      Any and all notices, elections, offers, acceptances, and demands   permitted or required to be made under this Agreement shall be in writing,   signed by the person giving such notice, election, offer, acceptance, or   demand and shall be delivered personally, or sent by registered or certified   mail, with a copy by facsimile, to the party, addressed as follows:
  
	
   
  	
  
 
  
	
  
 
  	
  
Siliconix Technology, C.V.
  
	
  
 
  	
  
2201 Laurelwood Road
  
	
  
 
  	
  
Santa Clara, CA 95054
  
	
  
 
  	
  
USA
  
	
  
 
  	
  
Attention: Dr. King Owyang
  
	
  
 
  	
  
Fax:  1 (408) 567-8950
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Vishay   Americas, Inc.
  
	
  
 
  	
  
63 Lincoln   Highway
  
	
  
 
  	
  
Malvern, PA   19355
  
	
   
  	
  
USA
  
	
   
  	
  
Attention:   Richard Grubb
  
	
  
 
  	
  
Fax: (610)   889-2161
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.2.  Force Majeure.      If the performance of any part of this Agreement by either party, or of   any obligation under this Agreement, is prevented, restricted, interfered   with or delayed by reason of any cause beyond the reasonable control of the   party liable to perform, unless conclusive evidence to the contrary is   provided, the party so affected shall, on giving written notice to the other   party, be excused from such performance to the extent of such prevention,   restriction, interference, or delay, provided that the affected party shall   use its reasonable best efforts to avoid or remove such causes of   nonperformance and shall continue performance with the utmost dispatch   whenever such causes are removed. When such circumstances arise, the parties   shall discuss what, if any, modification of the terms of this Agreement may   be required in order to arrive at an equitable solution.
  
	
  
 
  	
  
 
  
	
   
  	
  
SECTION 11.3.  Governing Law.  This Agreement and the rights and   obligations of the parties hereunder shall be governed by, and construed and   interpreted in accordance with, the laws of the State of New York (including   Section 5-1401 of the General Obligations Law of the State of New York, but   otherwise without regard to conflicts of law principles).
  





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SECTION 11.4.  Amendment.      No change, modification, or amendment of this Agreement shall be valid   or binding on the parties unless such change or modification shall be in   writing signed by the party or parties against whom the same is sought to be   enforced.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.5.  Remedies   Cumulative.    The remedies of the   parties under this Agreement are cumulative and shall not exclude any other   remedies to which the party may be lawfully entitled.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.6.  Further   Assurances.    Each party hereby   covenants and agrees that it shall execute and deliver such deeds and other   documents as may be required to implement any of the provisions of this   Agreement.
  
	
   
  	
  
 
  
	
  
 
  	
  
SECTION 11.7.  No Waiver.      The failure of any party to insist on strict performance of a covenant   hereunder or of any obligation hereunder shall not be a waiver of such party’s   right to demand strict compliance therewith in the future, nor shall the same   be construed as a novation of this Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.8.    Integration.    This Agreement   constitutes the full and complete agreement of the parties.  This Agreement replaces the Existing   Agreement, which is hereby deemed to be terminated as of the date hereof in   all respects.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.9.  Captions.      Titles or captions of articles and sections contained in this Agreement   are inserted only as a matter of convenience and for reference, and in no way   define, limit, extend, or describe the scope of this Agreement or the intent   of any provision hereof.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.10.  Number and   Gender.    Whenever required by the   context, the singular number shall include the plural, the plural number   shall include the singular, and the gender of any pronoun shall include all   genders.
  
	
   
  	
  
 
  
	
  
 
  	
  
SECTION 11.11.  Counterparts.      This Agreement may be executed in multiple copies, each of which shall   for all purposes constitute an Agreement, binding on the parties, and each   partner hereby covenants and agrees to execute all duplicates or replacement   counterparts of this Agreement as may be required.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.12.  Computation of   Time.    Whenever the last day for   the exercise of any privilege or the discharge of any duty hereunder shall   fall on a Saturday, Sunday, or any public or legal holiday, whether local or   national, the person having such privilege or duty shall have until 12:00P.M.   EST on the next succeeding business day to exercise such privilege, or to   discharge such duty.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
SECTION 11.13.  Costs and   Expenses.    Unless otherwise   provided in this Agreement, each party shall bear all fees and expenses   incurred in performing its obligations under this Agreement.
  





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SECTION 11.14.  Binding   Effect, Assignment, etc.    This   Agreement shall be binding upon, and shall inure to the benefit of, the   parties hereto and their permitted assigns and successors-in-interest.   Neither party may assign any right, or delegate any obligation hereunder   without the express prior written consent of the other, which consent shall   be strictly at the discretion of such other party and may be contingent, if   given, upon such terms and conditions as it sees fit.
  





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          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above by their authorized officers.

	
  
SILICONIX   TECHNOLOGY, C.V., a
   Netherlands Limited Partnership
  	
  
 
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
SILICONIX   SEMICONDUCTOR, INC., 
  	
  
 
  
	
   
  	
  
its General   Partner
  	
  
 
  
	
  
 
  	
  
 
  
	
  
/s/ KING OWYANG
  	
  
 
  
	
  


  	
  
 
  
	
  
King Owyang,   President
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
VISHAY   AMERICAS, Inc.
  	
  
 
  
	
  
 
  	
  
 
  
	
  
/s/ RICHARD N. GRUBB
  	
  
 
  
	
  


  	
   
  
	
  Richard N.   Grubb, Treasurer
  	
   
  




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