Exhibit 10.2

                                                                 Execution Copy



                     FIRST AMENDMENT TO AMENDED AND RESTATED
                     VISHAY INTERTECHNOLOGY, INC. LONG TERM
               REVOLVING CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS


         THIS FIRST AMENDMENT ("First Amendment") is made as of this 31st day of
August, 2000 by and among Vishay  Intertechnology,  Inc., a Delaware corporation
("Company") and the Permitted  Borrowers (as defined  below),  Comerica Bank and
the Lenders signatory hereto and Comerica Bank, as administrative  agent for the
Lenders (in such capacity, "Agent").

         RECITALS:

         A. The Company and each of the Permitted  Borrowers,  Agent and certain
of  the  Lenders   entered  into  that  certain   Amended  and  Restated  Vishay
Intertechnology,  Inc. Long Term Revolving  Credit Agreement dated as of June 1,
1999 (the "Credit  Agreement") under which such Lenders renewed and extended (or
committed  to  extend)  credit  to  the  Company  and  the  Permitted  Borrowers
(collectively with the Company, the "Borrowers"), as set forth therein.

         B. At the request of the Borrowers,  Agent and those Lenders  signatory
to this First  Amendment  have agreed to make certain  amendments  to the Credit
Agreement and to certain other Loan Documents as hereinafter set forth, but only
on the terms and conditions set forth in this First Amendment.

         C. Concurrently with the First Amendment  Effective Date, those Lenders
signatory  to the  original  Credit  Agreement  and not  signatory to this First
Amendment  have executed and delivered to the Agent,  for and on behalf of those
new Lenders not party to the original Credit Agreement but signatory hereto (the
"New Lenders") and for and on behalf of those existing Lenders whose commitments
(based on the  Percentages  after  giving  effect to this First  Amendment)  are
increasing,  an Assignment Agreement  ("Assignment") assigning to the Agent, for
the benefit of such Lenders  signatory  hereto,  all of their  right,  title and
interest  under the  original  Credit  Agreement  and the other Loan  Documents,
subject to the terms of such Assignment.

         NOW THEREFORE, the Borrowers, Agent and the Lenders agree:

         1. Section 1 of the Credit Agreement shall be amended by:

         (a) adding the following new definitions:

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                  "First  Amendment"  shall mean that certain First Amendment to
                  the  Credit  Agreement  and other Loan  Documents  dated as of
                  August  31,  2000 by and  among  the  Company,  the  Permitted
                  Borrowers, Agent and the Lenders signatory thereto.

                  "First  Amendment  Effective  Date" is defined in Section 9 of
                  that certain First Amendment to the Credit Agreement and other
                  Loan Documents dated as of August 31, 2000.

                  "Permitted   Securitization"   shall  mean  each  transfer  or
                  encumbrance   (each  a  "disposition")  of  specific  accounts
                  receivable  by the Company or one or more of its  Subsidiaries
                  to a Special Purpose  Subsidiary  conducted in accordance with
                  the following requirements:

                  (a)  The   disposition   of   accounts   receivable,   general
                       intangibles or other financial  assets will not result in
                       the  aggregate  principal  amount  of  Debt  at any  time
                       outstanding   and   (without   duplication)   of  similar
                       securities at any time issued and outstanding (other than
                       subordinated securities issued to and held by the Company
                       or  a  Subsidiary)  of  any  Special  Purpose  Subsidiary
                       pursuant  to a  Permitted  Securitization  exceeding  Two
                       Hundred Million Dollars ($200,000,000),  which amount may
                       be readvanced and/or reborrowed, as repaid, nor shall the
                       aggregate  accounts  receivable,  general  intangibles or
                       other financial assets at any time subject to a Permitted
                       Securitization  exceed twenty five percent (25%) of gross
                       receivables, determined in accordance with GAAP;

                  (b)  The   Company  or   Subsidiary   disposing   of  accounts
                       receivable to a Special  Purpose  Subsidiary  pursuant to
                       such  Permitted   Securitization  shall  itself  actually
                       receive   (substantially   contemporaneously   with  such
                       disposition)  cash  from each  such  disposition  of such
                       accounts   receivable   in   connection   with  any  such
                       Securitization  Transaction  in an amount based on normal
                       and  customary  advance  rates (and taking  into  account
                       typical   deductions)   for   market-based,   arms-length
                       Securitization Transactions;

                  (c)  Each such  disposition  shall be without recourse (except
                       to the extent of normal and customary representations and
                       warranties given as of the date of each such disposition,
                       and not as continuing representations and warranties, and
                       customary  clean-up  call  provisions)  and  otherwise on
                       normal and customary  terms and conditions for comparable
                       asset-based securitization transactions;

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                  (d)  Each such Securitization  Transaction shall be structured
                       on the  basis of the  issuance  of  non-recourse  Debt or
                       other   similar   securities   by  the  Special   Purpose
                       Subsidiary; and

                  (e)  Both immediately  before and after each such disposition,
                       no Default or Event of Default (whether or not related to
                       such disposition) shall have occurred and be continuing.

                  "Securitization  Transaction(s)"  shall mean a transfer of, or
                  grant of a Lien on, accounts  receivable by the Company or any
                  Subsidiary  to a Special  Purpose  Subsidiary or other special
                  purpose or limited purpose entity and the issuance (whether by
                  such Special  Purpose  Subsidiary or other special  purpose or
                  limited  purpose entity or any other Person) of Debt or of any
                  securities  secured directly or indirectly by interests in, or
                  of  trust or a  comparable  certificates  or other  securities
                  directly or indirectly  evidencing interests in, such accounts
                  receivable, general intangibles or other financial assets.

                  "Special  Purpose  Subsidiary"  shall  mean  any  wholly-owned
                  direct or indirect  Subsidiary of the Company  established for
                  the  sole  purpose  of  conducting   one  or  more   Permitted
                  Securitizations  and  otherwise  established  and  operated in
                  accordance with customary industry practices.

                  "Utilization Fee" is defined in Section 2.13A hereof.

                  "Utilization  Fee  Percentage"  shall mean,  as of any date of
                  determination  thereof,  the  applicable  percentage  used  to
                  calculate  the  Utilization  Fee  due and  payable  hereunder,
                  determined  by  reference  to the  appropriate  column  in the
                  Pricing Matrix attached to this Agreement as Schedule 4.1.

         (b)      amending and restating the following existing definitions:

                  "Lender(s)"  shall mean each of the Lenders  signatory to this
                  Agreement and any assignee which becomes a Lender  pursuant to
                  Section 13.8(c) hereof, and shall include, as applicable,  the
                  Swing Line Bank.

                  "Prime   Rate"  shall  mean  the  per  annum   interest   rate
                  established  by Agent or, in the case of Swing  Line  Advances
                  carried at the  Prime-based  Rate,  by the Swing Line Bank, as
                  its prime rate for its  borrowers,  as such rate may vary from
                  time to time, which rate is not necessarily the lowest rate on
                  loans made by it at any such time.

                  "Short-Term   Revolving  Credit   Agreement"  shall  mean  any
                  short-term  revolving  credit agreement  subsequently  entered
                  into  among  the  Company,  any  of the

<PAGE>

                  Permitted  Borrowers,  certain financial  institutions and the
                  Agent, as amended or otherwise modified from time to time.

                  "Swing Line Bank"  shall mean Bank of America,  N. A., and its
                  successors and assigns.

         (c)      amending the following existing definitions, as follows:

                  The definition of "Collateral  Documents" is amended to delete
                  the words "the Security  Agreement and" from the first line of
                  such definition.

                  The definitions of "Eurocurrency  Rate" and "Eurodollar  Rate"
                  are amended to add, after each  reference  therein to the word
                  "Agent",  the parenthetical  phrase "(or, in the case of Swing
                  Line  Advances,  the Swing Line Bank)" and to add,  after each
                  reference therein to the words "Agent's  Eurocurrency  Lending
                  Office",  the parenthetical  phrase "(or, in the case of Swing
                  Line  Advances,  the Swing Line  Bank's  Eurocurrency  Lending
                  Office)".

                  The  definition  of  "Fees"  is  amended  to  add,  after  the
                  reference to  "Syndication  Fee" (in the second line thereof),
                  the words ", the Utilization Fee".

                  The definition of  "Indebtedness" is amended to add, after the
                  word   Subsidiaries   (in  the  fifth   line   thereof),   the
                  parenthetical   phrase   (other  than  any   Special   Purpose
                  Subsidiary)."

                  The  definitions  of  "Intercompany  Loan"  and  "Intercompany
                  Loans, Advances or Investments" are amended to add, after each
                  reference to Subsidiary in such definitions, the parenthetical
                  phrase "(excluding any Special Purpose Subsidiary)."

                  The "Revolving  Credit  Aggregate  Commitment" is reduced from
                  $825,000,000 to $660,000,000.

                  The definition of "Revolving  Credit Maturity Date" is amended
                  to change the reference to March 2, 2003 in such definition to
                  June 1, 2005.

                  The definitions of  "Significant  Domestic  Subsidiaries"  and
                  "Significant  Foreign  Subsidiaries" are amended to add at the
                  end of each such definition the words ", excluding any Special
                  Purpose Subsidiary."

                  The definition of "Significant  Subsidiary" is amended to add,
                  at the end of such  definition,  the  additional  proviso "and
                  provided  further that a Special Purpose  Subsidiary shall not
                  be considered a Significant Subsidiary hereunder.

<PAGE>

                  The definition of "Total  Indebtedness"  is amended to add, at
                  the end of such  definition,  the words ",  including  without
                  limitation any Debt incurred by a Special  Purpose  Subsidiary
                  pursuant  to  a  Permitted  Securitization,   whether  or  not
                  required to be so included in accordance with GAAP."

                  The "Swing Line Maximum Amount" is increased from  Twenty-five
                  Million  Dollars   ($25,000,000)   to  Forty  Million  Dollars
                  ($40,000,000).

         (d)      deleting  in  its   entirety  the   definition   of  "Security
                  Agreement".

         2.       Section 2 of the Credit Agreement is amended as follows:

                  (a)  Section 2.5 is amended and restated in its  entirety,  as
         follows:

         "2.5     (a)  Swing Line  Advances.  The Swing Line Bank shall,  on the
         terms and subject to the conditions  hereinafter  set forth  (including
         without limitation Section 2.5(c) hereof), make one or more advances in
         Dollars  or in any  Alternative  Currency  (each such  advance  being a
         "Swing  Line  Advance")  to Company or any of the  Permitted  Borrowers
         (provided that any such  Permitted  Borrower has become a party to this
         Agreement,  either by execution and delivery of this  Agreement,  or by
         complying  with the terms and  conditions  set forth in Section  2.1(a)
         hereof),  from time to time on any  Business Day during the period from
         the date hereof to (but  excluding) the Revolving  Credit Maturity Date
         in an aggregate amount, based on the Dollar Amount of any such Advances
         outstanding  in Dollars and the Current  Dollar  Equivalent of any such
         Advances  outstanding in Alternative  Currencies,  not to exceed at any
         time  outstanding the Swing Line Maximum Amount.  Swing Line Bank shall
         maintain in accordance  with its usual  practice an account or accounts
         evidencing  indebtedness  of the  Company  and  each  of the  Permitted
         Borrowers to Swing Line Bank  resulting from each Swing Line Advance of
         such Lender from time to time,  including  the amounts of principal and
         interest payable thereon and paid to such Lender from time to time. The
         entries made in such  account or accounts of Swing Line Bank shall,  to
         the extent permitted by applicable law, be conclusive evidence,  absent
         manifest  error, of the existence and amounts of the obligations of the
         Company and the Permitted Borrower therein recorded; provided, however,
         that the  failure  of Swing  Line Bank to  maintain  such  account,  as
         applicable,  or any error  therein,  shall not in any manner affect the
         obligation of each of the Company and each Permitted  Borrower to repay
         the Swing Line  Advances  (and all other  amounts  owing  with  respect
         thereto) made to the Company or such  Permitted  Borrower by Swing Line
         Bank  in  accordance  with  the  terms  of  this  Agreement.  Advances,
         repayments and readvances under the Swing Line may be made,  subject to
         the terms and  conditions  of this  Agreement.  Each Swing Line Advance
         shall mature and the principal  amount thereof shall be due and payable
         by Company or the applicable  Permitted Borrower on the last

<PAGE>

         day of the Interest Period applicable  thereto (if any) and in the case
         of any Prime-based Advance, on the Revolving Credit Maturity Date.

         The Company  agrees that,  upon the written  request of Swing Line Bank
         (with a copy concurrently delivered to the Agent), the Company and each
         of the Permitted  Borrowers will execute and deliver to Swing Line Bank
         Swing  Line  Notes of each of the  Company  and  each of the  Permitted
         Borrowers;  provided,  that the delivery of such Swing Line Notes shall
         not be a condition precedent to the Effective Date.

         (b) Accrual of Interest.  Each Swing Line Advance  shall,  from time to
         time after the date of such Advance,  bear  interest at its  Applicable
         Interest  Rate.  The amount and date of each  Swing Line  Advance,  its
         Applicable  Interest Rate, its Interest Period,  if any, and the amount
         and date of any repayment  shall be noted on Swing Line Bank's  account
         maintained pursuant to Section 2.5(a), which records will be conclusive
         evidence thereof,  absent manifest error;  provided,  however, that any
         failure by the Swing Line Bank to record any such information shall not
         relieve Company or the applicable  Permitted Borrower of its obligation
         to repay the outstanding principal amount of such Advance, all interest
         accrued  thereon  and  any  amount  payable  with  respect  thereto  in
         accordance  with  the  terms  of  this  Agreement  and the  other  Loan
         Documents.

         (c) Requests for Swing Line Advances.  Company or a Permitted  Borrower
         (with the  countersignature  of the  Company)  may request a Swing Line
         Advance   only  after   delivery  to  Swing  Line  Bank  (with  a  copy
         concurrently  delivered  to Agent) of a Request for Swing Line  Advance
         executed  by  an  Authorized  Officer  of  Company  or  such  Permitted
         Borrower,  subject to the  following  and to the  remaining  provisions
         hereof:

                             (i) each such Request for Swing Line Advance  shall
                  set forth the information  required on the Request for Advance
                  form  annexed  hereto  as  Exhibit  A-2,   including   without
                  limitation:

                             (A) the proposed  date of such Swing Line  Advance,
                  which must be a Business Day;

                             (B)  whether  such  Swing  Line  Advance is to be a
                  Prime-based Advance, a Eurocurrency-based  Advance or a Quoted
                  Rate Advance;

                             (C) the duration of the Interest Period  applicable
                  thereto; and

                             (D) in the  case of a  Eurocurrency-based  Advance,
                  the Permitted Currency in which such Advance is to be made.

                             (ii) the Dollar Amount of the  principal  amount of
                  such  requested   Swing  Line  Advance,   plus  the  aggregate
                  principal  amount  of  all  other
<PAGE>

                  Swing Line Advances then outstanding  hereunder (including any
                  other Swing Line  Advances  requested to be made on such date)
                  whether to Company or to any of the Permitted Borrowers (using
                  the Current Dollar Equivalent of any such Advances outstanding
                  in any Alternative Currency,  determined pursuant to the terms
                  hereof  as of the date of such  requested  Advance)  shall not
                  exceed the Swing Line Maximum Amount;

                             (iii) as of the  proposed  date of such  Swing Line
                  Advance,  the Dollar  Amount of the  principal  amount of such
                  requested  Swing Line Advance,  plus the  aggregate  principal
                  amount of all other Swing Line  Advances  and all  Advances of
                  the Revolving Credit then outstanding hereunder (including any
                  Revolving   Credit  Advances  or  other  Swing  Line  Advances
                  requested  to be made on such  date)  whether to Company or to
                  any of the  Permitted  Borrowers  (using  the  Current  Dollar
                  Equivalent of any such Advances outstanding in any Alternative
                  Currency,  determined  pursuant to the terms  hereof as of the
                  date of such  requested  Advance),  and the aggregate  undrawn
                  portion of any Letters of Credit which shall be outstanding as
                  of the date of the requested  Swing Line Advance (based on the
                  Dollar Amount of the undrawn  portion of any Letters of Credit
                  denominated  in Dollars and the Current  Dollar  Equivalent of
                  the undrawn  portion of any Letters of Credit  denominated  in
                  any Alternative  Currency),  plus the aggregate face amount of
                  Letters of Credit requested but not yet issued  (determined as
                  aforesaid),  plus the  unreimbursed  amount of any draws under
                  Letters of Credit (using the Current Dollar Equivalent thereof
                  for any  Letters  of  Credit  denominated  in any  Alternative
                  Currency)  shall not exceed  the  Revolving  Credit  Aggregate
                  Commitment;

                             (iv) in the case of any Permitted  Borrower,  as of
                  the proposed  date of such Swing Line  Advance,  the principal
                  amount of the requested  Swing Line Advance to such  Permitted
                  Borrower   (determined  as  aforesaid),   plus  the  aggregate
                  principal  amount of any other  Swing  Line  Advances  and all
                  other Advances then  outstanding  to such  Permitted  Borrower
                  hereunder  (including,  without duplication,  Revolving Credit
                  Advances or Swing Line  Advances  requested to be made on such
                  date)  determined  as aforesaid,  plus the  aggregate  undrawn
                  portion of any Letters of Credit which shall be outstanding as
                  of the  date  of the  requested  Swing  Line  Advance  for the
                  account of such  Permitted  Borrower,  plus the aggregate face
                  amount of any Letters of Credit  requested  but not yet issued
                  for the account of such Permitted  Borrower hereunder (in each
                  case determined as aforesaid), plus the unreimbursed amount of
                  any  drawings  under any Letters of Credit  (using the Current
                  Dollar   Equivalent   thereof   for  any   Letters  of  Credit
                  denominated  in  any  Alternative  Currency)  issued  for  the
                  account  of such  Permitted  Borrower,  shall not  exceed  the
                  applicable Permitted Borrower Sublimit;

<PAGE>

                             (v) in  the  case  of a  Prime-based  Advance,  the
                  principal  amount of the initial  funding of such Advance,  as
                  opposed to any  refunding or conversion  thereof,  shall be at
                  least $100,000;

                             (vi) in the case of a Eurocurrency-based Advance or
                  a Quoted Rate Advance,  the principal  amount of such Advance,
                  the  principal  amount of such  Swing  Line  Advance  plus the
                  amount of any other  outstanding  Advance of the Swing Line to
                  be then combined therewith having the same Applicable Interest
                  Rate and  Interest  Period,  if any,  shall  be,  at least Two
                  Hundred Fifty Thousand Dollars  ($250,000),  or the equivalent
                  thereof  in an  Alternative  Currency  (or a  larger  integral
                  multiple of One Hundred  Thousand Dollars  ($100,000),  or the
                  equivalent  thereof in the applicable  Alternative  Currency),
                  and at any one time there shall not be in effect more than (x)
                  for Advances in Dollars,  Five (5)  Applicable  Interest Rates
                  and Interest Periods,  and (y) for Advances in any Alternative
                  Currency (other than eurodollars), two (2) Applicable Interest
                  Rates and Interest Periods for each such currency;

                             (vii)  each such  Request  for Swing  Line  Advance
                  shall  be  delivered  to the  Swing  Line  Bank  (with  a copy
                  concurrently  delivered  to  Agent)  (x) for each  Advance  in
                  Dollars,  by 2:00 p.m.  (eastern  time) (or such other time as
                  Swing  Line Bank shall  specify  to Company or the  applicable
                  Permitted  Borrower) on the  proposed  date of the Advance and
                  (y) for each  Advance in any  Alternative  Currency,  by 10:00
                  a.m.  (eastern  time)  two  (2)  Business  Days  prior  to the
                  proposed date of Advance;

                             (viii) each  Request for Swing Line  Advance,  once
                  delivered to Swing Line Bank, shall be irrevocable by Company,
                  and  shall  constitute  and  include  a  certification  by the
                  Company as of the date thereof that:

                             (A) both before and after such Swing Line  Advance,
                  the obligations of the Company set forth in this Agreement and
                  the  Loan  Documents,   are  valid,  binding  and  enforceable
                  obligations of the Company;

                             (B) all  conditions  to the  making  of Swing  Line
                  Advances  have been  satisfied  (both  before and after giving
                  effect to such Advance);

                             (C) both  before and after the making of such Swing
                  Line  Advance,  there is no  Default  or Event of  Default  in
                  existence; and

                             (D) both before and after such Swing Line  Advance,
                  the representations and warranties contained in this Agreement
                  and the  other  Loan  Documents  are true and  correct  in all
                  material respects.

<PAGE>

         (d) Disbursement of Swing Line Advances.  Unless otherwise  notified in
         writing by Agent  promptly  following each receipt of Request for Swing
         Line Advance hereunder,  Swing Line Bank may assume that all conditions
         precedent to the disbursement of such requested Swing Line Advance have
         been satisfied,  including without  limitation that no Default or Event
         of Default has occurred and is continuing  and that the entirety of the
         Swing Line Maximum Amount less any  outstanding  Swing Line Advances is
         available  hereunder  (provided that Agent shall have no responsibility
         whatsoever to Swing Line Bank or to any other Lender to give any notice
         hereunder, except as set forth in Section 12.12 of this Agreement), and
         subject to the proper  submission of an executed Request for Swing Line
         Advance by Company or a Permitted  Borrower without exceptions noted in
         the  compliance  certification  therein  and to  the  other  terms  and
         conditions  hereof,  Swing Line Bank shall make available to Company or
         the  applicable  Permitted  Borrower the amount so  requested,  in like
         funds and currencies, not later than:

                             (i)  for   Prime-based   Advances  or  Quoted  Rate
                  Advances,  not later than 5:00 p.m. (eastern time) on the date
                  of such  Advance  by credit to an  account  of  Company or the
                  applicable  Permitted Borrower  maintained with the Swing Line
                  Bank or with Agent or to such other  account or third party as
                  Company or the  Permitted  Borrower may  reasonably  direct in
                  writing; and

                             (ii) for  Eurocurrency-based  Advances,  not  later
                  than 4:00  p.m.  (the  time of the  office of Swing  Line Bank
                  funding such Advance) on the date of such  Advance,  by credit
                  to an account of Company or the Permitted Borrower  maintained
                  with the Swing Line Bank's or the Agent's  Correspondent or to
                  such other account or third party as Company or the applicable
                  Permitted Borrower may reasonably direct.

                  Swing Line Bank shall promptly  notify Agent of any Swing Line
                  Advance by telephone, telex or telecopier.

         (e)      Refunding of or Participation Interest in Swing Line Advances.

                             (i) Acting through Agent (which shall, subject to
                  the terms hereof,  comply with the Swing Line Bank's request),
                  the  Swing  Line  Bank,  at any time in its sole and  absolute
                  discretion,  may on behalf of the  Company  or the  applicable
                  Permitted Borrower (each of which hereby  irrevocably  directs
                  the  Swing  Line  Bank  and the  Agent  to act on its  behalf)
                  request each of the Lenders  (including the Swing Line Bank in
                  its capacity as a Lender) to make an Advance of the  Revolving
                  Credit to each of Company  and the  Permitted  Borrowers,  for
                  each  Permitted  Currency  in which  Swing Line  Advances  are
                  outstanding  to such  party,  in an amount (in the  applicable
                  Permitted  Currency,  determined  in  accordance  with Section
                  2.11(b)  hereof)  equal  to such  Lender's  Percentage  of the

<PAGE>

                  principal   amount  of  the  aggregate   Swing  Line  Advances
                  outstanding in each  Permitted  Currency to each such party on
                  the date  such  notice  is given  (the  "Refunded  Swing  Line
                  Advances");  provided  however that Swing Line Advances  which
                  are carried at the Quoted Rate or the Eurocurrency-based  Rate
                  which  are  converted  to  Revolving  Credit  Advances  at the
                  request  of the Swing  Line Bank at a time when no  Default or
                  Event of Default has occurred and is continuing,  shall not be
                  subject to Section  11.1 and no losses,  costs or expenses may
                  be assessed  by the Swing Line Bank  against  the  Company,  a
                  permitted Borrower or the other Banks as a consequence of such
                  conversion.  In the case of each  Refunded  Swing Line Advance
                  outstanding  in  Dollars,   the  applicable   Advance  of  the
                  Revolving  Credit used to refund such Swing Line Advance shall
                  be a Prime-based  Advance.  In the case of each Refunded Swing
                  Line Advance  outstanding  in any  Alternative  Currency,  the
                  applicable Advance of the Revolving Credit used to refund such
                  Swing  Line  Advance  shall be an  Advance  in the  applicable
                  Alternative Currency, with an Interest Period of one month (or
                  any lesser  number of days  selected by Agent in  consultation
                  with the Lenders).  In connection  with the making of any such
                  Refunded   Swing  Line   Advances   or  the   purchase   of  a
                  participation  interest in Swing Line  Advances  under Section
                  2.5(e)(ii)  hereof, the Swing Line Bank shall retain its claim
                  against the Company or the applicable  Permitted  Borrower for
                  any unpaid interest or fees in respect thereof.  Unless any of
                  the events  described  in  Section  9.1(j)  hereof  shall have
                  occurred (in which event the procedures of  subparagraph  (ii)
                  of this Section  2.5(e) shall apply) and regardless of whether
                  the  conditions  precedent set forth in this  Agreement to the
                  making  of  an  Advance  of  the  Revolving  Credit  are  then
                  satisfied,  but  subject to Section  2.5(e)(iii),  each Lender
                  shall make the proceeds of its Advance of the Revolving Credit
                  available  to the Agent for the benefit of the Swing Line Bank
                  at the office of the Agent  specified in Section 2.4(a) hereof
                  prior to 11:00 a.m.  Detroit time (for  Domestic  Advances) on
                  the  Business  Day next  succeeding  the date  such  notice is
                  given,  and,  in the case of any  Eurocurrency-based  Advance,
                  prior to 2:00  p.m.  Detroit  time on the third  Business  Day
                  following  the date  such  notice  is  given,  in each case in
                  immediately   available  funds  in  the  applicable  Permitted
                  Currency.  The  proceeds  of such  Advances  of the  Revolving
                  Credit shall be promptly  delivered by Agent to the Swing Line
                  Bank for application to repay the Refunded Swing Line Advances
                  in accordance with the terms and conditions of this Agreement.

                             (ii) If,  prior to the  making of an Advance of the
                  Revolving  Credit pursuant to subparagraph (i) of this Section
                  2.5(e),  one of the events  described in Section 9.1(j) hereof
                  shall  have  occurred,  each  Lender  will,  on the date  such
                  Advance  of the  Revolving  Credit  was  to  have  been  made,
                  purchase  from the Swing Line Bank an undivided  participating
                  interest  in each  Refunded  Swing  Line  Advance in an amount
                  equal to its  Percentage of such Refunded  Swing Line

<PAGE>

                  Advance.  Each Lender  within the time  periods  specified  in
                  Section  2.5(e)(i)  hereof,  as applicable,  shall immediately
                  transfer  to the Swing Line  Bank,  in  immediately  available
                  funds in the applicable  Permitted Currency of such Swing Line
                  Advance,  the  amount of its  participation  and upon  receipt
                  thereof  the Swing  Line Bank will  deliver  to such  Lender a
                  participation certificate evidencing such participation.

                             (iii) Each Lender's  obligation to make Advances of
                  the Revolving Credit and to purchase  participation  interests
                  in accordance with clauses (i) and (ii) of this Section 2.5(e)
                  shall be absolute and  unconditional and shall not be affected
                  by any circumstance,  including,  without limitation,  (i) any
                  set-off,  counterclaim,  recoupment,  defense  or other  right
                  which such  Lender  may have  against  Swing  Line  Bank,  the
                  Company,  the Permitted  Borrowers or any other Person for any
                  reason  whatsoever;  (ii) the occurrence or continuance of any
                  Default or Event of Default;  (iii) any adverse  change in the
                  condition   (financial  or  otherwise)  of  the  Company,  any
                  Permitted  Borrower  or any other  Person;  (iv) any breach of
                  this Agreement by the Company,  any Permitted  Borrower or any
                  other  Person;  (v)  any  inability  of  the  Company  or  the
                  Permitted  Borrowers  to satisfy the  conditions  precedent to
                  borrowing  set forth in this  Agreement on the date upon which
                  such  participating  interest  is to be  purchased;  (vi)  the
                  termination  of  the  Revolving  Credit  Aggregate  Commitment
                  hereunder; or (vii) any other circumstance, happening or event
                  whatsoever, whether or not similar to any of the foregoing. If
                  any Lender does not make  available  to the Agent or the Swing
                  Line Bank,  as  applicable  the amount  required  pursuant  to
                  clause (i) or (ii) above, as the case may be, the Agent or the
                  Swing  Line Bank,  as the case may be,  shall be  entitled  to
                  recover such amount on demand from such Lender,  together with
                  interest  thereon  for each  day from the date of  non-payment
                  until  such  amount  is paid in full (x) for the first two (2)
                  Business Days such amount remains unpaid, at the Federal Funds
                  Effective   Rate  for   Advances   in  Dollars   (other   than
                  eurodollars) and for Eurocurrency-based  Advances, the Agent's
                  marginal cost  (including the cost of maintaining any required
                  reserves  or  deposit  insurance  and of any fees,  penalties,
                  overdraft charges or other costs or expenses incurred by Agent
                  as a result of such  failure to deliver  funds  hereunder)  of
                  carrying  such  amount  and  (y)  thereafter,  at the  rate of
                  interest  then  applicable  to such Swing Line  Advances.  The
                  obligation  of any  Lender  to make  available  its  pro  rata
                  portion of the amounts required pursuant to clause (i) or (ii)
                  above shall not be affected by the failure of any other Lender
                  to make such amounts  available,  and no Lender shall have any
                  liability to the Company or any Permitted Borrower, the Agent,
                  the Swing Line Bank,  or any other  Lender or any other Person
                  for  another  Lender's  failure to make the  amounts  required
                  under clause (i) or (ii) available.

<PAGE>

                  Notwithstanding  the  foregoing  however  no  Lender  shall be
                  required  to make any  Revolving  Credit  Advance  to refund a
                  Swing Line Advance or to purchase a  participation  in a Swing
                  Line Advance if prior to the making of the Swing Line Advance,
                  the Swing Line Bank had received  written notice that an Event
                  of  Default  had  occurred  and was  continuing,  or that  the
                  conditions  to the making of such Swing Line  Advances had not
                  been satisfied;  provided,  however that the obligation of the
                  Lenders to make such Revolving  Credit Advances or to purchase
                  participations in Swing Line Advances shall be reinstated upon
                  the date which such  Event of Default  has been  waived by the
                  Required Lenders or all Lenders, as applicable.

         (b)      New   Section   2.13A  is  added  to  the  Credit   Agreement,
                  immediately following Section 2.13, as follows:

                  "Section  2.13A  Utilization  Fee.  From the  First  Amendment
                  Effective  Date to the Revolving  Credit  Maturity  Date,  the
                  Company  shall  be  obligated,  in  respect  of each  calendar
                  quarter in which Dollar  Amount of the  aggregate  Advances of
                  the  Revolving  Credit and of the Swing  Line and the  undrawn
                  amount  of each  Letter  of  Credit  at any  time  outstanding
                  exceed,  for any period,  thirty-three  and one-third  percent
                  (33-1/3%) of the Revolving Credit Aggregate  Commitment at any
                  time  in  effect,  to pay  to  the  Agent  a  utilization  fee
                  ("Utilization Fee") computed, as follows:

                  (a)     The aggregate interest accruing on the Advances of the
                          Revolving Credit  outstanding  during such quarter (or
                          portion  thereof)  shall be  recalculated  (on a basis
                          consistent with the initial calculation thereof) at an
                          interest  rate in  excess of the  Applicable  Interest
                          Rate  previously  applicable  to such  Advances by the
                          amount  of the  Utilization  Fee  Percentage,  and the
                          Company shall pay to the Agent,  for  distribution  to
                          the Lenders,  pro rata (based on the  Percentages) the
                          Dollar Amount of the difference  between the aggregate
                          amount  of such  interest,  as  recalculated,  and the
                          actual interest  accrued on such Advances (at the then
                          Applicable Interest Rate) during such quarter;

                  (b)     The aggregate interest accruing on the Advances of the
                          Swing Line outstanding during such quarter (or portion
                          thereof) shall be recalculated  (on a basis consistent
                          with the initial  calculation  thereof) at an interest
                          rate  in  excess  of  the  Applicable   Interest  Rate
                          previously  applicable  to such Advances by the amount
                          of the  Utilization  Fee  Percentage,  and the Company
                          shall pay to the Agent,  for distribution to the Swing
                          Line  Lender,  the  Dollar  Amount  of the  difference
                          between  the  aggregate  amount of such  interest,  as
                          recalculated,  and the actual interest accrued on

<PAGE>

                          such advances (at the then  Applicable  Interest Rate)
                          during such quarter; and

                  (c)     The  aggregate  Letter of Credit  Fees on the  undrawn
                          amount of any  Letters  of Credit  outstanding  during
                          such   quarter   (or   portion   thereof)   shall   be
                          recalculated  (on a basis  consistent with the initial
                          calculation  thereof) at a fee percentage in excess of
                          the Applicable Fee  Percentage  previously  applicable
                          thereto   by  the  amount  of  the   Utilization   Fee
                          Percentage,  and the  Company  shall pay to the Agent,
                          for  distribution  to the Lenders,  pro rata (based on
                          the Percentages),  the Dollar Amount of the difference
                          between the aggregate  amount of such Letter of Credit
                          Fees as  recalculated  and the actual letter of credit
                          fees  accrued on such  Letters of Credit  during  such
                          quarter.

         The  Utilization Fee shall be payable  quarterly in arrears  commencing
         September 15, 2000 and on the  fifteenth  day of each calendar  quarter
         thereafter (in respect of the immediately preceding calendar quarter or
         portion thereof),  and on the Revolving Credit Maturity Date, and shall
         be  computed on the basis of a year of three  hundred  sixty (360) days
         and  assessed  for the  actual  number of days  elapsed.  Whenever  any
         payment  of the  Utilization  Fee  shall be due on a day which is not a
         Business  Day,  the date for payment  thereof  shall be extended to the
         next  Business  Day.  Upon  receipt of such  payment,  Agent shall make
         prompt distribution thereof as set forth in this Section 2.13A."

         3.  Section 7 of the Credit Agreement shall be amended as follows:

             (a)  The  preamble  to  Section 7 is  amended to add after the word
                  "Subsidiaries"  (in the second line thereof) the parenthetical
                  phrase "(excluding any Special Purpose Subsidiary)";

             (b)  Clause (f) of Section 7.3 (Reporting  Requirements) is amended
                  to add at the  end of  clause  (f)  the  words  "and  promptly
                  following  each  Permitted   Securitization,   copies  of  the
                  principal  operative  documents  relating  to  such  Permitted
                  Securitization.

             (c)  Section 7.5 (Leverage Ratio) is amended to change reference to
                  3.25 in the second line thereof to 2.5.

             (d)  Section  7.6  (Fixed  Charged  Coverage  Ratio) is  amended to
                  change the reference to 2.0 in the second line thereof to 2.5.

             (e)  The postamble to Section 7.16 (Future Subsidiaries) is amended
                  to change the  references  to  clauses  "(c)" and "(d)" in the
                  last line thereof to clauses

<PAGE>

                  "(b)" and "(c)" and Clause (a) of Section  7.16 is amended and
                  restated in its entirety as follows:

                           "(a) with  respect  to each  Person  which  becomes a
                           Significant  Subsidiary  subsequent  to the Effective
                           Date,  within  thirty days of the date such Person is
                           created,  acquired or otherwise becomes a Significant
                           Subsidiary  (whichever first occurs),  cause such new
                           Subsidiary to execute and deliver to the Agent (i) in
                           the case of each Significant Domestic  Subsidiary,  a
                           Joinder Agreement  whereby such Significant  Domestic
                           Subsidiary becomes obligated as a Guarantor under the
                           Domestic  Guaranty  and  (ii)  in the  case  of  each
                           Significant Foreign  Subsidiary,  a Joinder Agreement
                           whereby such Significant  Foreign  Subsidiary becomes
                           obligated as a Guarantor under the Foreign  Guaranty;
                           and"

         4.       Section 8 of the Credit Agreement shall be amended as follows:

                  (a)      Clause  (a)  of  Section  8.1   (Capital   Structure,
                           Business  Objects or Purpose) is amended and restated
                           in its entirety as follows:

                           "(a)  Purchase,  acquire or redeem any of its capital
                           stock,  (i) except for  non-vested  stock  granted to
                           participants  under the  Vishay  Stock  Plan and (ii)
                           except for  repurchases  by the Company of its common
                           stock in an  aggregate  amount,  from and  after  the
                           First  Amendment  Effective  Date, not to exceed five
                           percent  (5%) of Tangible Net Worth  (determined,  in
                           the case of each such  repurchase  of shares,  on the
                           date of  repurchase),  provided,  however,  that both
                           before   and  after   giving   effect  to  each  such
                           repurchase,  no  Default  or  Event  of  Default  has
                           occurred and is continuing; and"

                  (b)      Clause (e) of Section 8.2 (Limitations on Fundamental
                           Changes) is amended to add, after the words Permitted
                           Transfers the words "and Permitted Securitizations."

                  (c)      Section  8.5  (Liens)  is amended to add a new clause
                           (f) to the end of such  section  (and to move  the ";
                           and" from the end of clause  (d) to the end of clause
                           (e)), as follows:

                           "(f) any Lien encumbering property interests,  rights
                           or  proceeds  which are the  subject of a transfer or
                           encumbrance pursuant to a Permitted Securitization."

<PAGE>

                  (d)      Section  8.7  (Investments)  is  amended to add a new
                           clause  (l) to the end of such  section  (and to move
                           the "; and" from the end of clause  (j) to the end of
                           clause (k)), as follows:

                           "(l)   Investments  in  any  Subsidiary   (including,
                           without  limitation any Special  Purpose  Subsidiary)
                           from and  after  the date  hereof  consisting  of (x)
                           dispositions of specific accounts receivable, general
                           intangibles or other  financial  assets made pursuant
                           to a Permitted  Securitization and the resultant Debt
                           issued by a Special  Purpose  Subsidiary  to  another
                           Subsidiary as part of a Permitted Securitization,  in
                           each  case  to the  extent  constituting  Investments
                           hereunder; and (y) the repurchase or replacement from
                           and after  the date  hereof  of  accounts  receivable
                           pursuant to any  representations  and  warranties  or
                           clean  up  call  provision  included  in a  Permitted
                           Securitization  in  accordance  with  the  definition
                           thereof."

                  (e)      Section 8.8 (Accounts  Receivable) is amended to add,
                           at the end of such  section,  the words ", and except
                           pursuant to a Permitted Securitization."

                  (f)      Section    8.11    (Prohibition    Against    Certain
                           Restrictions)  is  amended  to add  (after  the  word
                           "Agreement" in the parenthetical phrase in the second
                           line  thereof)  the  words  "and  excluding  any such
                           agreement by a Special Purpose Subsidiary pursuant to
                           a  Permitted  Securitization,  but only to the extent
                           such agreement  applies only to such Special  Purpose
                           Subsidiary."

         5.       Section 12 of the Credit Agreement is amended, as follows:

                  (a)      Section  12.11 is  amended  to insert  the  following
                           sentence at the end thereof:

                           "For purposes of this Section 12.11, "Agent" shall be
                           deemed  to  include  Bank  of  America,  N.A.  in its
                           capacity as Swing Line Bank."

                  (b)      Section 12.16 is amended to change the "Documentation
                           Agent"  to  Fleet  National  Bank and to  change  the
                           "Managing  Agents" to ABN-AMRO  Bank,  Bank Hapoalim,
                           Bank Leumi,  Barclay's Capital,  First Union National
                           Bank, West L.B. and Wachovia Bank.

         6.       Section  13 of the  Credit  Agreement  shall  be  amended,  as
                  follows:

                  (a)      Clause (c) of Section 13.8  (Successors  and Assigns;
                           Assignments  and   Participations)   is  amended  and
                           restated in its entirety, as follows:

                                    "(c) The Company,  Permitted  Borrowers  and
                           Agents

<PAGE>

                           acknowledge  that each of the Lenders may at any time
                           and  from  time to time,  subject  to the  terms  and
                           conditions hereof  (including  Section 13.14 hereof),
                           (i) assign or grant  participations  in such Lender's
                           rights and obligations  hereunder and under the other
                           Loan  Documents to any commercial  bank,  savings and
                           loan association,  insurance  company,  pension fund,
                           mutual  fund,  commercial  finance  company  or other
                           similar financial institution,  the identity of which
                           institution  is  approved  by Company  and the Agent,
                           such  approval  not to be  unreasonably  withheld  or
                           delayed; provided,  however, that (x) the approval of
                           Company shall not be required upon the occurrence and
                           during  the  continuance  of a  Default  or  Event of
                           Default  and (y) the  approval  of Company  and Agent
                           shall not be  required  for any such sale,  transfer,
                           assignment  or  participation  to the Affiliate of an
                           assigning  Lender,  any other  Lender or any  Federal
                           Reserve  Bank and (ii) grant to an SPFV the option to
                           fund all or any part of any Advance that the Granting
                           Lender would  otherwise be obligated to fund pursuant
                           to  this  Agreement;   provided,  however,  that  (A)
                           nothing  herein shall  constitute a commitment by any
                           SPFV to fund any  Advance,  but if an SPFV elects not
                           to fund all or any part of an Advance hereunder,  the
                           Granting  Lender  shall  be  obligated  to fund  such
                           Advance pursuant to the terms hereof; (B) the funding
                           of any Advance by an SPFV hereunder shall be credited
                           against the  applicable  commitment  of the  Granting
                           Lender to fund such  Advance  to the same  extent as,
                           and as if, such Advance were funded by such  Granting
                           Lender and any  payments in respect of an Advance (or
                           portion thereof)  previously funded by any SPFV shall
                           be  paid,  for  the  account  of  such  SPFV,  to its
                           Granting  Lender,  as agent for such  SPFV;  (C) each
                           SPFV shall have all the rights  that a Lender  making
                           such  Advances or any portion  thereof would have had
                           under this  Agreement  (provided that each SPFV shall
                           have  granted to its Granting  Lender an  irrevocable
                           power  of   attorney   to  deliver  and  receive  all
                           communications  and notices under this  Agreement and
                           the other Loan Documents and to exercise on behalf of
                           such SPFV all such SPFV's  voting  rights  under this
                           Agreement) and no additional Note or other instrument
                           shall be required to evidence the Advances or portion
                           thereof  funded by any SPFV,  each  related  Granting
                           Lender  being  deemed  to hold its Note as agent  for
                           such SPFV to the  extent of the  Advances  or portion
                           thereof  funded by such SPFV;  (D)  Company and Agent
                           agree that no SPFV shall be liable for any  indemnity
                           or payment under this  Agreement for which a Granting
                           Lender  would  otherwise be liable so long as, and to
                           the  extent,   the  Granting   Lender  provides  such
                           indemnity or makes such payment,  as the case may be;
                           and (E) an SPFV may, at any time and  without  paying
                           any  processing  fee therefor,  assign or participate
                           all or a

<PAGE>

                           portion  of  its  interest  in  any  Advances  to the
                           Granting  Lender  or to  any  financial  institutions
                           providing  liquidity  and/or credit support to or for
                           the  account  of  SPFV  to  support  the  funding  or
                           maintenance of Advances  (provided that the rights of
                           any such assignee or participant  shall be subject to
                           and  limited  as set  forth  in this  clause  (ii) of
                           Section  13.8(c)).  The Company and each of Permitted
                           Borrowers  authorize  each  Lender to disclose to any
                           prospective assignee or participant, once approved by
                           Company  and  Agent  and to  any  assignee  under  an
                           assignment not required to be approved by the Company
                           pursuant to clauses (x) and (y) of the first  proviso
                           of this  Section  13.8(c)  and to an  SPFV  (and on a
                           confidential  basis to any rating agency,  commercial
                           paper dealer or provider of any surety or guaranty to
                           such SPFV), any and all financial information in such
                           Lender's  possession  concerning the Company and such
                           Permitted  Borrower  which has been delivered to such
                           Lender pursuant to this Agreement; provided that each
                           such   prospective   participant   shall   execute  a
                           confidentiality  agreement  consistent with the terms
                           of Section 13.13 hereof.  Clause (ii), the definition
                           of "Granting  Lender," and the immediately  preceding
                           sentence of this  Section  13.8(c) may not be amended
                           without the prior  written  consent of each  Granting
                           Lender,  all or any part of whose  Advances are being
                           funded by an SPFV at the time of any such  amendment;
                           and each party hereto agrees (which  agreement  shall
                           survive  the  termination  of this  Agreement)  that,
                           prior to the date  that is one year and one day after
                           the  payment  in full of all  outstanding  commercial
                           paper or other senior  indebtedness  of any SPFV,  it
                           will not, on the basis of any claim or matter arising
                           under or in connection with or otherwise  relating to
                           this Agreement,  institute against, or join any other
                           person   in   instituting   against   such  SPFV  any
                           bankruptcy,  reorganization,  arrangement, insolvency
                           or  liquidation  proceedings  under  the  laws of the
                           United  States of America  or any state or  political
                           subdivision thereof. "

                  (b)      Section 13.11  (Amendment  and Waiver) is amended and
                           restated in its entirety, as follows:

                                    "13.11 Amendment and Waiver. No amendment or
                           waiver  of any  provision  of this  Agreement  or any
                           other Loan  Document,  or consent to any departure by
                           the  Company or the  Permitted  Borrowers  therefrom,
                           shall in any event be effective unless the same shall
                           be in writing and signed by the Required  Lenders (or
                           signed by the Agent at the  direction of the Required
                           Lenders),  and then such  waiver or consent  shall be
                           effective  only in the specific  instance and for the
                           specific purpose for which given; provided,  however,
                           that  (X)  no  amendment,  waiver  or  consent  shall
                           increase  the  Percentage  or the  stated  commitment
                           amounts applicable to

<PAGE>

                           any  Lender  unless  approved,  in  writing,  by  the
                           affected  Lender  and  (Y) no  amendment,  waiver  or
                           consent  shall,  unless in writing  and signed by all
                           the Lenders,  do any of the  following:  (a) increase
                           the  Revolving  Credit  Aggregate  Commitment  to  an
                           amount    greater    than   One    Billion    Dollars
                           ($1,000,000,000),  (b)  reduce the  principal  of, or
                           interest  on,  the  Advances  or any  Fees  or  other
                           amounts  payable  hereunder,  (c)  postpone  any date
                           fixed for any  payment of  principal  of, or interest
                           on,  the  outstanding  Advances  or any Fees or other
                           amounts  payable  hereunder,  (d)  waive any Event of
                           Default  specified  in Section  9.1(a) or (b) hereof,
                           (e) release or defer the granting or  perfecting of a
                           lien  or  security  interest  in  any  Collateral  or
                           release any guaranty or similar undertaking  provided
                           by any Person or modify any indemnity provided to the
                           Lenders, hereunder or under the other Loan Documents,
                           except as shall be  otherwise  expressly  provided in
                           this Agreement or any other Loan  Document,  (f) take
                           any action which  requires the signing of all Lenders
                           pursuant to the terms of this  Agreement or any other
                           Loan  Document,   (g)  change  the  aggregate  unpaid
                           principal  amount of the  outstanding  Advances which
                           shall be  required  for the Lenders or any of them to
                           take any  action  under this  Agreement  or any other
                           Loan Document,  (h) change this Section 13.11, or (i)
                           change  the   definition   of   "Required   Lenders",
                           "Interest   Periods",    "Alternative    Currencies",
                           "Permitted  Borrower" or  "Percentage";  and provided
                           further,  however,  that  no  amendment,   waiver  or
                           consent hereunder shall, unless in writing and signed
                           (x) by the Agent,  in  addition  to all the  Lenders,
                           affect the  rights or duties of the Agent  under this
                           Agreement or any other Loan Document,  whether in its
                           capacity as Agent or the  issuing  bank or (y) by the
                           Swing  Line Bank,  in  addition  to all the  Lenders,
                           affect  the  rights or duties of the Swing  Line Bank
                           under this Agreement or any other Loan Documents,  in
                           its capacity as Swing Line Bank.  All  references  in
                           this  Agreement to "Lenders" or "the  Lenders"  shall
                           refer to all  Lenders,  unless  expressly  stated  to
                           refer to Required Lenders."

         7. Replacement  Schedule 1.1  (Percentages) to the Credit Agreement set
forth on Attachment 1 shall replace in its entirety the existing Schedule 1.1 to
the Credit Agreement.  Replacement schedule 4.1 (Pricing Maturity) to the Credit
Agreement set forth on Attachment 2 shall replace in its entirety,  the existing
schedule 4.1 to the Credit Agreement and any decreases in the Applicable  Margin
and the Applicable Fee Percentage  thereunder  thereunder shall become effective
prospectively  only at the end of each applicable  Interest Period (with respect
to Eurocurrency-based  Advances), as the case may be, and on the next payment or
assessment  date for any Fees payable and collected in advance and, with respect
to any fees collected in arrears, on the First Amendment Effective Date.

<PAGE>

         8. Those certain Security  Agreements dated as of July 1, 1999 executed
and  delivered  in  favor  of the  Agent  (in  its  capacity  as  Secured  Party
thereunder)  by  Company  and  its  Significant  Subsidiaries  as of  such  date
("Security  Agreements")  are hereby  released and discharged in their entirety,
and Agent shall (and is hereby authorized and directed to do so by the requisite
Lenders) execute and deliver such releases,  discharges  and/or  terminations as
necessary or appropriate to effectuate such releases.

         9. This First Amendment shall become effective  (according to the terms
hereof)  on the date  confirmed  in a written  notice to the  Borrowers  and the
Lenders from the Agent (the "First Amendment Effective Date") that the following
conditions have been fully satisfied by the Borrowers, which date shall occur on
or before August 31, 2000 (the "Conditions"):

            (a)         Agent shall have received counterpart  originals of this
                        First Amendment,  duly executed and delivered by each of
                        the  Borrowers,   and  the  requisite  Lenders,  and  of
                        acknowledgments and reaffirmations of the Guarantors, in
                        each case in form satisfactory to Agent and the Lenders;

            (b)         Agent shall have received from each of the Borrowers and
                        each of the  Guarantors  a  certification  (i)  that all
                        necessary  actions  have been  taken by such  parties to
                        authorize execution and delivery of this First Amendment
                        (and any acknowledgments and reaffirmations),  supported
                        by such  resolutions  or  other  evidence  of  corporate
                        authority or action as reasonably  required by Agent and
                        the  Majority  Lenders  and  that no  consents  or other
                        authorizations  of any third  parties  are  required  in
                        connection therewith; and (ii) that, after giving effect
                        to this First Amendment,  no Default or Event of Default
                        has occurred and is continuing on the proposed effective
                        date of the First Amendment;

            (c)         To the extent aggregate Advances of the Revolving Credit
                        (and the  undrawn  amount of any  Letters of Credit) and
                        the  Swing  Line  outstanding  on such date  exceed  the
                        Revolving Credit Aggregate Commitment (as reduced by the
                        First Amendment), the Company or any Permitted Borrower,
                        as applicable,  shall prepay the amount of such Advances
                        in  accordance  with the  terms  hereof  (including  any
                        breakage costs assessed under Section 11.1 hereof), such
                        prepayment to be distributed to the Lenders based on the
                        Percentages  in  effect  prior  to the  First  Amendment
                        Effective  Date,  accompanied by any breakage  costs, as
                        aforesaid;

            (d)         Company shall have paid to Agent,  for  distribution  to
                        the Lenders,  based on the  applicable  Percentages  (in
                        each case before giving  effect to the First  Amendment)
                        all  interest  and Fees  accrued to the First  Amendment
                        Effective Date; and

<PAGE>

            (e)         Company shall have paid to Agent,  for  distribution  to
                        the  Lenders,  work  fee in the  amount  of .025% of the
                        aggregate  amount  of  the  Revolving  Credit  Aggregate
                        Commitment, for distribution to the Lenders based on the
                        applicable Percentages, after giving effect to the First
                        Amendment  and,  to the  extent  applicable,  shall have
                        selected  new  Interest  Periods for the  Advances to be
                        outstanding  on the First  Amendment  Effective  Date in
                        compliance  with  Sections  2.3 and 2.5(c) of the Credit
                        Agreement;

provided,   however,   that   notwithstanding   satisfaction  of  the  foregoing
conditions,  the change in the  definition of Swing Line Bank (in paragraph 1(b)
hereof) and in the  amendment  and  restatement  of Section 2.5 (as set forth in
paragraph 2(a) of this First  Amendment)  shall become  effective only after (i)
receipt  by  the  Agent  of  a  written  election  signed  by  the  Company  and
countersigned  by Bank of America,  N. A.  ("Bank of  America")  specifying  the
proposed  effective  date of the change in the  identity  of the Swing Line Bank
(which  shall be at least  five (5)  Business  Days  following  the date of such
election) and (ii) the purchase,  concurrently  with such effective date, of all
Swing Line Advances by Bank of America from Comerica Bank, subject to payment by
the Company or the applicable  Permitted  Borrower to Comerica Bank of an amount
equal to the breakage  costs, if any, which would be assessed under Section 11.1
of the  Credit  Agreement  if such  Advances  were  prepaid  by  Company or such
Permitted Borrower on such date.

         10.  Concurrently  with the First Amendment  Effective Date pursuant to
Section 9 hereof,  each  Lender  (including  any New  Lenders)  shall have (i) a
Percentage  equal to the  percentage  set forth in  Attachment 1 hereto and (ii)
Advances of the Revolving  Credit (and  participations  in Letters of Credit and
Swing Line  Advances) in its  Percentage  of all such  Advances  (and Letters of
Credit)  outstanding on the First Amendment  Effective Date (after giving effect
to this First  Amendment).  To facilitate the foregoing,  each Lender (including
any  New  Lender)  which  as a  result  of the  adjustments  to the  Percentages
evidenced by Attachment 1 is to have a greater  principal  amount of Advances of
the Revolving  Credit  outstanding  than such Lender had  outstanding  under the
Credit Agreement immediately prior to the First Amendment Effective Date accepts
the foregoing  Assignment and shall deliver to the Agent  immediately  available
funds to cover such Advances (and the Agent shall, to the extent of the funds so
received, disburse funds to each Lender which, as a result of such adjustment of
the  Percentages,  is to have a  lesser  principal  amount  of  Advances  of the
Revolving  Credit  outstanding  than such Lender had under the Credit  Agreement
immediately  prior to the First Amendment  Effective Date).  Following the First
Amendment  Effect Date,  each Lender,  pursuant to Section  2.2(e)  hereof,  may
request that the Company and each Permitted Borrower execute and deliver to such
Lender a  Revolving  Credit Note (based  upon its  Percentage)  to evidence  the
Revolving  Credit  Advances to be  outstanding  to such Lender  under the Credit
Agreement,  provided that (i) the delivery of such  Revolving  Credit Note shall
not be a condition  precedent to the First  Amendment  Effective  Date or to the
making of  Advances  under  the  Credit  Agreement  and (ii) any  Lender  having
previously  received a Revolving  Credit Note under the Credit  Agreement

<PAGE>

shall, upon its receipt of a new Revolving Credit Note hereunder (which new Note
shall be in renewal of and  exchange  for an not in payment of the prior  Note),
return its prior Note to the Agent,  which shall stamp such notes as "exchanged"
and deliver said Notes to the Company or the applicable  Permitted Borrower,  as
the case may be. The New Lenders  agree that all interest and fees accrued under
the  Credit  Agreement  prior  to the  First  Amendment  Effective  Date are the
property of the Lenders which were parties to the Credit  Agreement prior to the
First Amendment Effective Date. Furthermore,  it is acknowledged and agreed that
all Letter of Credit Fees paid prior to the First Amendment Effective Date shall
not be recalculated, redistributed or reallocated by Agent to the Lenders.

         11. Each of Company,  the Permitted Borrowers and the Guarantors hereby
represents  and warrants that,  after giving effect to the amendments  contained
herein,  (a) execution and delivery of this First  Amendment and the performance
by each of 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 the
Amended Credit Agreement, of any governmental body, agency or authority, and the
Amended Credit Agreement,  will constitute the valid and binding  obligations of
such  undersigned  parties  enforceable in accordance with its terms,  except as
enforcement  thereof may be limited by  applicable  bankruptcy,  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;  and (c)  each of the  foregoing  representations  and  warranties
(whether  expressly set forth or incorporated by reference) are and shall remain
continuing  representations and warranties during the entire life of the Amended
Credit Agreement.

         12. Except as specifically set forth above,  this First Amendment shall
not be deemed to amend or alter in any respect the terms and  conditions  of the
Credit Agreement  (including  without limitation all conditions and requirements
for Advances and any financial covenants) or any of the other Loan Documents, or
to  constitute  a waiver or  release  by any of the  Lenders or the Agent of any
right, remedy,  Default or Event of Default under the Credit Agreement or any of
the other Loan  Documents,  except to the extent  specifically  set forth above.
Furthermore,  this First Amendment shall not affect in any manner whatsoever any
rights or  remedies  of the  Lenders  or the  Agent  with  respect  to any other
non-compliance  by the  Borrowers  with the Credit  Agreement  or the other Loan
Documents,  whether in the nature of a Default or Event of Default,  and whether
now in  existence  or  subsequently  arising,  and  shall not apply to any other
transaction.

<PAGE>

         13. Unless otherwise  defined to the contrary  herein,  all capitalized
terms used in this First  Amendment  shall  have the  meanings  set forth in the
Credit Agreement.

         14. This First Amendment shall be a contract made under and governed by
the internal laws of the State of Michigan,  and may be executed in counterpart,
in accordance with Section 13.10 of the Credit Agreement.

                                      * * *

                     [Signatures follow on succeeding pages]

<PAGE>


         IN WITNESS WHEREOF,  Company, the Permitted Borrowers,  the Lenders and
Agent have each caused this First  Amendment to be executed by their  respective
duly authorized officers or agents, as applicable,  all as of the date first set
forth above.



COMPANY:                                    AGENT:

VISHAY INTERTECHNOLOGY, INC.                COMERICA BANK, As Agent


By:  /s/ Richard N. Grubb                   By:  /s/ Robert P. Wilson
   -----------------------------------         --------------------------------

Its: Executive Vice President,              Its: Assistant Vice President
     Chief Financial Officer and Director   One Detroit Center
63 Lincoln Highway                          500 Woodward Avenue
Malvern, Pennsylvania 19355                 Detroit, Michigan 48226
                                            Attention: Corporate Finance

PERMITTED BORROWERS:

VISHAY EUROPE GmbH


By:  /s/ Richard N. Grubb
   -------------------------------------------
Its: Executive Vice President, Chief Financial
     Officer and Director
  --------------------------------------------

VISHAY ELECTRONIC GmbH


By: /s/ Richard N. Grubb
   -------------------------------------------
Its: Executive Vice President, Chief Financial
     Officer and Director
  --------------------------------------------


PAMELA VERWALTUNGSGESELLSCHAFT mbH


By:  /s/ Richard N. Grubb
   -------------------------------------------
Its: Executive Vice President, Chief Financial
     Officer and Director
  --------------------------------------------

<PAGE>


                                           COMERICA BANK, individually, as Swing
                                           Line Bank and as Issuing Bank


                                           By:  /s/ Robert P. Wilson
                                              ----------------------------------

                                           Its:   Assistant Vice President

                                           BANK OF AMERICA N.A.



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           FLEET NATIONAL BANK



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           BANK HAPOALIM B.M.,
                                           NEW YORK BRANCH



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------

<PAGE>

                                           BANK LEUMI USA



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                           NEW  YORK BRANCH



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------

                                           ABN AMRO BANK NV



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------

<PAGE>


                                           BARCLAYS BANK PLC



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           FIRST UNION NATIONAL BANK



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           WACHOVIA BANK, N.A.



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


<PAGE>

                                           THE CHASE MANHATTAN BANK



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           THE BANK OF TOKYO-MITSUBISHI,
                                           LTD. NEW YORK BRANCH



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------

                                           PNC BANK, NATIONAL ASSOCIATION



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           KEYBANK NATIONAL ASSOCIATION



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------

<PAGE>


                                           SANPAOLO  IMI SPA, formerly  known as
                                           Istituto  Bancario San Paolo Di
                                           Torino, S.p.A.



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           SOCIETE GENERALE, NEW YORK BRANCH



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           ISRAEL DISCOUNT BANK



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------


                                           THE BANK OF NEW YORK



                                           By:  /s/
                                              ----------------------------------

                                           Its:
                                               ---------------------------------

<PAGE>

                            REPLACEMENT SCHEDULE 1.1
                               [Subject to Change]

                                   Percentages
                     (Long Term Revolving Credit Agreement)

--------------------------------------------------------------------------------
         ***Lender                   Percentage        Allocation
--------------------------------------------------------------------------------
***Comerica Bank                         8.72           57,500,000
--------------------------------------------------------------------------------
Bank of America N.A.***/                 8.52           56,250,000
--------------------------------------------------------------------------------
Fleet National Bank***/                  8.52           56,250,000
--------------------------------------------------------------------------------
Bank Hapoalim                            8.33           55,000,000
--------------------------------------------------------------------------------
Bank Leumi                               7.95           52.500,000
--------------------------------------------------------------------------------
West L.B.***/                            7.58           50,000,000
--------------------------------------------------------------------------------
ABN-AMRO                                 5.68           37,500,000
--------------------------------------------------------------------------------
Barclays Capital                         5.68           37,500,000
--------------------------------------------------------------------------------
First Union National Bank                5.68           37,500,000
--------------------------------------------------------------------------------
Wachovia Bank***/                        5.68           37,500,000
--------------------------------------------------------------------------------
****The Chase Manhattan Bank             5.30           35,000,000
--------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi***/             4.55           30,000,000
--------------------------------------------------------------------------------
PNC Bank                                 3.98           26,250,000
--------------------------------------------------------------------------------
KeyBank National Association***/         3.79           25,000,000
--------------------------------------------------------------------------------
San Paolo Bank***/                       3.79           25,000,000
--------------------------------------------------------------------------------
Societe Generale                         2.84           18,750,000
--------------------------------------------------------------------------------
Israel Discount Bank                     1.89           12,500,000
--------------------------------------------------------------------------------
Bank of New York                         1.52           10,000,000
--------------------------------------------------------------------------------
Total                                                   660,000,000
--------------------------------------------------------------------------------

-------------------
*    Percentages rounded to two decimal places for administrative  convenience.

**   Allocations/commitments stated in Dollars.

***  Lenders  whose  allocations/commitments  have  increased  under  the  First
     Amendment.

**** New Lenders.


<PAGE>

                            REPLACEMENT SCHEDULE 4.1
                                 PRICING MATRIX

                             Applicable Margin Grid
                          Vishay Intertechnology, Inc.
            Amended and Restated Long Term Revolving Credit Facility

--------------------------------------------------------------------------------
      Basis for Pricing               LEVEL I        LEVEL II          LEVEL III
--------------------------------------------------------------------------------

                                       1.0:1.0        1.0:1.0          2.0:1.0
         Leverage Ratio                                 but
                                                      2.0:1.0
--------------------------------------------------------------------------------
     Revolving Credit Facility Fee        0.25%          0.25%            0.30%
--------------------------------------------------------------------------------
       Eurocurrency-based Margin          0.50%         0.625%             .70%
--------------------------------------------------------------------------------
        Prime-based Rate Margin              0              0                0
--------------------------------------------------------------------------------
          Letter of Credit Fee            0.50%         0.625%             .70%
       (exclusive of facing fee)
--------------------------------------------------------------------------------
            Utilization Fee              12.50          12.50            15.00
--------------------------------------------------------------------------------