Exhibit 10.1

EXECUTION COPY


                          VISHAY INTERTECHNOLOGY, INC.

                              AMENDED AND RESTATED

                      LONG TERM REVOLVING CREDIT AGREEMENT

                            DATED AS OF JUNE 1, 1999

                                 COMERICA BANK,
                             AS ADMINISTRATIVE AGENT

                         BANC OF AMERICA SECURITIES LLC,
                              AS SYNDICATION AGENT

                                       AND

                        CREDIT LYONNAIS NEW YORK BRANCH,
                             AS DOCUMENTATION AGENT

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                                TABLE OF CONTENTS

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1.        DEFINITIONS.........................................................1

2.        REVOLVING CREDIT...................................................27
          2.1      Commitment................................................27
          2.2      Accrual of Interest and Maturity; Evidence of
                   Indebtedness..............................................28
          2.3      Requests for and Refundings and Conversions of Advances...29
          2.4      Disbursement of Advances..................................32
          2.5      (a)      Swing Line Advances..............................34
                   (b)      Accrual of Interest..............................34
                   (c)      Requests for Swing Line Advances.................35
                   (d)      Disbursement of Swing Line Advances..............37
                   (e)      Refunding of or Participation Interest in Swing
                            Line Advances....................................37
          2.6      Prime-based Interest Payments.............................39
          2.7      Eurocurrency-based Interest Payments and Quoted Rate
                   Interest Payments.........................................39
          2.8      Interest Payments on Conversions..........................40
          2.9      Interest on Default.......................................40
          2.10     Prepayment................................................41
          2.11     Determination, Denomination and Redenomination of
                   Alternative Currency Advances.............................41
          2.12     Prime-based Advance in Absence of Election or Upon
                   Default...................................................42
          2.13     Revolving Credit Facility Fee.............................42
          2.14     Currency Appreciation; Mandatory Reduction of
                   Indebtedness..............................................43
          2.15     Optional Reduction or Termination of Revolving
                   Credit Aggregate Commitment...............................45
          2.16     Extensions of Revolving Credit Maturity Date..............45
          2.17     Application of Advances...................................47

3.        LETTERS OF CREDIT...................................................47
          3.1      Letters of Credit..........................................47
          3.2      Conditions to Issuance.....................................48
          3.3      Notice   50
          3.4      Letter of Credit Fees......................................50
          3.5      Other Fees.................................................51
          3.6      Drawings and Demands for Payment Under Letters of
                   Credit.....................................................51
          3.7      Obligations Irrevocable....................................53
          3.8      Risk Under Letters of Credit...............................54
          3.9      Indemnification............................................55
          3.10     Right of Reimbursement.....................................56

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4.       MARGIN ADJUSTMENTS...................................................56
         4.1      Margin Adjustments..........................................56

5.       CONDITIONS...........................................................57
         5.1      Execution of this Agreement and the other Loan Documents....57
         5.2      Corporate Authority.........................................57
         5.3      Collateral Documents and Guaranties.........................57
         5.4      Representations and Warranties -- All Parties...............58
         5.5      Compliance with Certain Documents and Agreements............58
         5.6      Opinion of Counsel..........................................58
         5.7      Company's Certificate.......................................59
         5.8      Payment of Agent's and Other Fees...........................59
         5.9      Short Term Revolving Credit Agreement.......................59
5.10     Regulation U Requirements............................................59
         5.11     Other Documents and Instruments.............................59
         5.12     Continuing Conditions.......................................59

6.       REPRESENTATIONS AND WARRANTIES.......................................60
         6.1      Corporate Existence.........................................60
         6.2      Due Authorization - Company.................................60
         6.3      Due Authorization -- Subsidiaries...........................60
         6.4      Title to Material Property..................................61
         6.5      Encumbrances................................................61
         6.6      Subsidiaries................................................61
         6.7      Taxes.......................................................61
         6.8      No Defaults.................................................61
         6.9      Compliance with Laws........................................61
         6.10     Enforceability of Agreement and Loan Documents..............61
         6.11     Non-contravention -- Company................................62
         6.12     Non-contravention -- Other Parties..........................62
         6.13     No Litigation -- Company....................................62
         6.14     No Litigation -- Other Parties..............................63
         6.15     Consents, Approvals and Filings, Etc........................63
         6.16     Agreements Affecting Financial Condition....................63
         6.17     No Investment Company; No Margin Stock......................64
         6.18     ERISA.......................................................64
         6.19     Environmental Matters and Safety Matters....................64
         6.20     Year 2000 Requirement.......................................65
         6.21     Accuracy of Information.....................................66

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7.       AFFIRMATIVE COVENANTS................................................66
         7.1      Preservation of Existence, Etc..............................66
         7.2      Keeping of Books............................................66
         7.3      Reporting Requirements......................................66
         7.4      Tangible Net Worth..........................................68
         7.5      Leverage Ratio..............................................68
         7.6      Fixed Charge Coverage Ratio.................................68
         7.7      Inspections.................................................68
         7.8      Taxes.......................................................68
         7.9      Further Assurances..........................................68
         7.10     Insurance...................................................69
         7.11     Indemnification.............................................69
         7.12     Governmental and Other Approvals............................69
         7.13     Compliance with Contractual Obligations and Laws............70
         7.14     ERISA.......................................................70
         7.15     Environmental Matters.......................................71
         7.16     Future Subsidiaries.........................................72
         7.17     Foreign Subsidiaries Security...............................73
         7.18     Siliconix...................................................73
         7.19     Security and Defense of Collateral..........................73
         7.20     Vishay Israel...............................................73
         7.21     Use of Proceeds.............................................74
         7.22     Completion of the Singapore/Taiwan Restructuring............74

8.       NEGATIVE COVENANTS...................................................74
         8.1      Capital Structure, Business Objects or Purpose..............74
         8.2      Limitations on Fundamental Changes..........................74
         8.3      Guaranties..................................................75
         8.4      Debt........................................................76
         8.5      Liens.......................................................77
         8.6      Dividends...................................................77
         8.7      Investments.................................................78
         8.8      Accounts Receivable.........................................79
         8.9      Transactions with Affiliates................................79
         8.10     Operations of Vishay Israel.................................79
         8.11     Prohibition Against Certain Restrictions....................80
         8.12     Amendment of the TEMIC Acquisition Agreement or Lite-On
                  Documents...................................................80

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9.       DEFAULTS 80
         9.1      Events of Default...........................................80
         9.2      Exercise of Remedies........................................83
         9.3      Rights Cumulative...........................................83
         9.4      Waiver by Company and Permitted Borrowers of Certain Laws;
                  JURY WAIVER.................................................83
         9.5      Waiver of Defaults..........................................83
         9.6      Cross-Default...............................................84

10.      PAYMENTS, RECOVERIES AND COLLECTIONS.................................84
         10.1     Payment Procedure...........................................84
         10.2     Application of Proceeds.....................................86
         10.3     Pro-rata Recovery...........................................86
         10.4     Set Off.....................................................86

11.      CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS.....................87
         11.1     Reimbursement of Prepayment Costs...........................87
         11.2     Eurocurrency Lending Office.................................88
         11.3     Availability of Alternative Currency........................88
         11.4     Refunding Advances in Same Currency.........................88
         11.5     Circumstances Affecting Eurocurrency-based Rate
                  Availability................................................88
         11.6     Laws Affecting Eurocurrency-based Advance Availability......89
         11.7     Increased Cost of Eurocurrency-based Advances...............89
         11.8     Indemnity...................................................90
         11.9     Judgment Currency...........................................91
         11.10    Capital Adequacy and Other Increased Costs..................91
         11.11    Substitution of Lenders.....................................92

12.      AGENTS...............................................................93
         12.1     Appointment of Agent........................................93
         12.2     Deposit Account with Agent..................................93
         12.3     Exculpatory Provisions......................................93
         12.4     Successor Agent.............................................94
         12.5     Loans by Agents.............................................94
         12.6     Credit Decisions............................................94
         12.7     Notices by Agent............................................94
         12.8     Agent's Fees................................................94
         12.9     Nature of Agency............................................95
         12.10    Authority of Agent to Enforce This Agreement................95
         12.11    Indemnification.............................................95
         12.12    Knowledge of Default........................................95

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         12.13    Agent's Authorization; Action by Lenders....................96
         12.14    Enforcement Actions by the Agent............................96
         12.15    Collateral Matters..........................................96
         12.16    Managers and Lead Managers..................................97

13.      MISCELLANEOUS........................................................97
         13.1     Accounting Principles.......................................97
         13.2     Consent to Jurisdiction.....................................97
         13.3     Law of Michigan.............................................98
         13.4     Interest....................................................98
         13.5     Closing Costs; Other Costs..................................98
         13.6     Notices. 99
         13.7     Further Action..............................................99
         13.8     Successors and Assigns; Assignments and Participations......99
         13.9     Indulgence.................................................103
         13.10    Counterparts...............................................103
         13.11    Amendment and Waiver.......................................103
         13.12    Taxes and Fees.............................................103
         13.13    Confidentiality............................................104
         13.14    Withholding Taxes..........................................104
         13.15    ERISA Restrictions.........................................105
         13.16    Effective Date.............................................106
         13.17    Severability...............................................106
         13.18    Table of Contents and Headings; Construction of Certain
                  Provisions.................................................107
         13.19    Independence of Covenants..................................107
         13.20    Reliance on and Survival of Various Provisions.............107
         13.21    Complete Agreement; Amendment and Restatement..............107

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SCHEDULES

         Schedule 1.1     -    Percentages and Allowances
         Schedule 1.3     -    TEMIC Parties
         Schedule 1.4     -    Existing Letters of Credit
         Schedule 1.6     -    Permitted Borrower Sublimit
         Schedule 1.7     -    Stock Option Plans
         Schedule 4.1     -    Pricing Matrix
         Schedule 5.3     -    Jurisdictions to File Initial Financial
                               Statements
         Schedule 6.6     -    Subsidiaries
         Schedule 6.6A    -    Significant Subsidiaries: Guarantors
         Schedule 6.6B    -    Significant Subsidiaries whose Share Capital is
                               Pledged
         Schedule 6.13    -    Litigation - Company
         Schedule 6.14    -    Litigation - Other Parties
         Schedule 7.15    -    Environmental Auditors
         Schedule 8.3     -    Guaranties of Indebtedness
         Schedule 8.5     -    Existing Liens
         Schedule 8.7     -    Existing Investments


EXHIBITS

         FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE........................A-1
         FORM OF REQUEST FOR SWING LINE ADVANCE..............................A-2
         FORM OF REVOLVING CREDIT NOTE -- COMPANY............................B-1
         FORM OF REVOLVING CREDIT NOTE -- PERMITTED BORROWERS................B-2
         FORM OF SWING LINE NOTE -- COMPANY..................................C-1
         FORM OF SWING LINE NOTE -- PERMITTED BORROWERS......................C-2
         FORM OF COMPLIANCE CERTIFICATE........................................D
         FORM OF ASSIGNMENT AGREEMENT..........................................E
         FORM OF NOTICE OF LETTER OF CREDIT....................................F
         FORM OF PERMITTED BORROWER ADDENDUM...................................H
         FORM OF SECURITY AGREEMENT............................................I
         FORM OF REAFFIRMATION OF LOAN DOCUMENTS...............................J

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<PAGE>

                         AMENDED AND RESTATED LONG TERM
                           REVOLVING CREDIT AGREEMENT


         THIS  AMENDED  AND  RESTATED  LONG  TERM  REVOLVING   CREDIT  AGREEMENT
("Agreement")  is made as of the 1st day of June,  1999 by and among the Lenders
(as defined below),  Comerica Bank, as administrative  agent for the Lenders (in
such capacity,  "Agent"),  Vishay Intertechnology,  Inc., a Delaware corporation
("Company") and the Permitted  Borrowers (as defined below and collectively with
the Company, the "Borrowers") from time to time signatory hereto.

         RECITALS:

         A. Company has requested that the Lenders amend, renew and/or extend to
it and the  Permitted  Borrowers  revolving  credit  and  letters  of  credit as
previously  extended to Company and the Permitted Borrowers by the Lenders under
that certain Long Term Revolving  Credit Agreement dated as of March 2, 1998, by
and among Company,  Agent and the Lenders (the "Prior Credit  Agreement") on the
terms and conditions set forth herein.

         B. The Lenders are prepared to extend such  credit,  as  aforesaid,  by
amendment,  restatement  and renewal  (but not in  novation) of the Prior Credit
Agreement, but only upon the terms and conditions set forth in this Agreement.

         NOW THEREFORE,  COMPANY,  PERMITTED  BORROWERS,  AGENT, AND THE LENDERS
AGREE:

         1.       DEFINITIONS

         1.1      Certain Defined Terms.

         For the purposes of this  Agreement the  following  terms will have the
following meanings:

         "Account  Party(ies)" shall mean, with respect to any Letter of Credit,
the  account  party or  parties  (which  shall be Company  and/or any  Permitted
Borrower and/or any  Significant  Subsidiary  which is not a Permitted  Borrower
hereunder  jointly and severally with the Company) as named in an application to
the Agent for the issuance of such Letter of Credit.

         "Advance(s)"  shall  mean,  as the context  may  indicate,  a borrowing
requested  by  Company or by a  Permitted  Borrower,  and made by Lenders  under
Section 2.1 of this

                                      -1-

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Agreement,  as the case may be, or  requested  by the  Company or by a Permitted
Borrower  and made by the Swing Line Bank under  Section  2.5 hereof  (including
without  limitation  any  readvance,  refunding or conversion of such  borrowing
pursuant to Section 2.3 or 2.5(c) hereof) and any advance in respect of a Letter
of  Credit  under  Section  3.6  hereof   (including   without   limitation  the
unreimbursed  amount of any draws under Letters of Credit) and shall include, as
applicable,  a Eurocurrency-based  Advance, a Quoted Rate Advance, a Prime-based
Advance and a Swing Line Advance.

         "Affiliate" shall mean, with respect to any Person, any other Person or
group  acting in  concert  in  respect of the first  Person  that,  directly  or
indirectly,  through one or more intermediaries,  controls, or is controlled by,
or is under  common  control  with  such  first  Person.  For  purposes  of this
definition,   "control"  (including,   with  correlative  meanings,   the  terms
"controlled  by" and "under common control  with"),  as used with respect to any
Person or group of Persons,  shall mean the possession,  directly or indirectly,
of the power to direct or cause the direction of management and policies of such
Person,  whether  through the  ownership of voting  securities or by contract or
otherwise.

         "Agent"  shall mean  Comerica  Bank,  a Michigan  banking  corporation,
acting as administrative  agent hereunder or any successor  administrative agent
appointed in accordance with Section 12.4 hereof.

         "Agents" shall mean Agent and Syndication Agent.

         "Agent's Correspondent" shall mean for Advances in eurodollars, Agent's
Grand Cayman Branch (or for the account of said branch  office,  at Agent's main
office in Detroit,  Michigan,  United States); for Advances in other Alternative
Currencies,  at such bank or banks as Agent may from time to time  designate  by
written notice to Company, the Permitted Borrowers and the Lenders.

         "Agent's  Fees" shall mean those fees and expenses  required to be paid
by Company to Agent under Section 12.8 hereof.

         "Alternate  Base Rate"  shall mean,  for any day, an interest  rate per
annum equal to the Federal Funds  Effective Rate in effect on such day, plus one
percent (1%).

         "Alternative Currency" shall mean each of the following currencies,  as
applicable hereunder: French Francs ("FF"), Japanese Yen ("(Y)"), Deutsche Marks
("DM"), British Pounds Sterling ("Sterling") and, subject to availability and to
the terms and  conditions  of this  Agreement,  such  other  freely  convertible
foreign  currencies,  including  (subject to the terms  hereof),  the "Euro," as
requested by the Company or the Permitted  Borrowers and acceptable to

                                      -2-

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Agent and the  Lenders,  in their  reasonable  discretion.  Any  reference  to a
National  Currency Unit of a  Participating  Member State in this  definition of
"Alternative  Currency"  shall be deemed to also include a reference to the Euro
Unit.

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

         "Applicable Interest Rate" shall mean the Eurocurrency-based  Rate, the
Prime-based  Rate or, with respect to Swing Line  Advances,  the Quoted Rate, as
selected by Company or a  Permitted  Borrower  from time to time  subject to the
terms and conditions of this Agreement.

         "Applicable  Margin"  shall  mean,  as of  any  date  of  determination
thereof,  the  applicable  interest rate margin,  determined by reference to the
appropriate columns in the Pricing Matrix attached to this Agreement as Schedule
4.1.

         "Assignment  Agreement" shall have the meaning ascribed to such term in
Section 13.8(c) hereof.

         "Authorized  Officer"  shall  mean  the  Vice  Chairman,   Director  of
Corporate Treasury,  CFO, or the Director Corporate Controller of the Company or
any  applicable  Subsidiary,  as  the  case  may  be,  or any  person  otherwise
designated by the Company or such Subsidiary,  as the case may be, as having the
authority to act for the Company or such Subsidiary in the particular instance.

         "Borrowers" is defined in the preamble.

         "Business  Day" shall mean any day on which  commercial  banks are open
for domestic and international business (including dealings in foreign exchange)
in Dallas, Detroit, London, New York and (except with respect to any Prime-based
Advances)  Frankfurt am Main,  and if funds are to be paid or made  available in
any  Alternative  Currency,  on such day in the place where such funds are to be
paid or made  available  and,  if the  applicable  Business  Day  relates to the
borrowing or payment of a  Eurocurrency-based  Advance  denominated in Euros, on
which banks and foreign exchange markets are open for business in the city where
disbursements  of or  payments  on  such  Advance  are  to be  made  which  is a
Trans-European Business Day.

         "Capital  Expenditures"  shall mean, without  duplication,  any amounts
paid or accrued for a period in respect of any purchase or other acquisition for
value of fixed or capital  assets net of the cash proceeds of any grant received
during such period by the Company or any of its

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Subsidiaries  from  the  government  of  Israel  (or  any  agency  or  political
subdivision  thereof)  under  the  Israeli  Capital  Investment  Act,  up to the
aggregate  amount of capital  additions in Israel  during such period;  provided
that, in no event shall Capital Expenditures include amounts expended in respect
of normal repair and maintenance of plant  facilities,  machinery,  fixtures and
other like capital assets  utilized in the ordinary  conduct of business (to the
extent such  amounts  would not be  capitalized  in  preparing  a balance  sheet
determined in accordance with GAAP).

         "Collateral"  shall  mean all  property  or rights in which a  security
interest,  mortgage, lien or other encumbrance for the benefit of the Lenders is
or has been granted or arises or has arisen,  under or in  connection  with this
Agreement, the other Loan Documents, or otherwise.

         "Collateral Documents" shall mean the Security Agreement and the Pledge
Agreements,  in each case as may be amended or otherwise  modified  from time to
time.
         "Company" is defined in the Preamble.

         "Company  Guaranty"  shall  mean  that  certain  amended  and  restated
guaranty of all of the Indebtedness  outstanding  from the Permitted  Borrowers,
executed and  delivered  in  connection  with the Prior Credit  Agreement by the
Company to the Agent, on behalf of the Lenders, as amended or otherwise modified
from time to time.

         "Contractual Obligation" shall mean, as to any Person, any provision of
any  security  issued  by  such  Person  or  of  any  agreement,  instrument  or
undertaking  to  which  such  Person  is a party  or by  which  it or any of its
property is bound.

         "Consolidated"  or  "Consolidating"  shall, when used with reference to
any financial  information  pertaining to (or when used as a part of any defined
term or statement  pertaining  to the  financial  condition  of) Company and its
Subsidiaries  mean the accounts of Company and its Subsidiaries  determined on a
consolidated  or  consolidating  basis, as the case may be, all determined as to
principles of consolidation  and, except as otherwise  specifically  required by
the  definition  of such term or by such  statements,  as to such  accounts,  in
accordance  with GAAP,  applied on a consistent  basis and  consistent  with the
financial  statements,  if any, as at and for the fiscal year ended December 31,
1997.

         "Consolidated  EBITDA" shall mean the Net Income of the Company and its
Consolidated  Subsidiaries for any period adjusted (A) to include the Net Income
of any  Person  accrued  during  such  period  but prior to the date it became a
Subsidiary of the Company or is merged into or consolidated with the Company and
(B) to exclude, without duplication, the following items of income or expense to
the extent that such items are  included in the  calculation  of such Net Income
all on a Consolidated  basis  (adjusted as set forth in clause (A) hereof):  (a)
Interest Expense,  (b) any non-cash  expenses and charges,  (c) total income tax
expense, (d)

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depreciation expense, (e) the expense associated with amortization of intangible
and  other  assets,  (f)  non-cash  provisions  for  reserves  for  discontinued
operations,  (g) any extraordinary,  unusual or non-recurring gains or losses or
charges or credits,  (h) any gain or loss associated with the sale or write-down
of assets,  (i) any gain or loss from or attributable to minority  interests and
(j) any gain or loss accounted for by the equity method of accounting (except in
the case of  income  to the  extent  of the  amount  of cash  dividends  or cash
distributions  paid to the Company or any Subsidiary by the entity accounted for
by the equity method of accounting).

         "Covenant  Compliance  Report" shall mean the report to be furnished by
the Company to the Agent,  substantially  in the form attached hereto as Exhibit
D, as such exhibit may be amended or otherwise modified from time to time by the
Required  Lenders,  and certified by the chief financial  officer of the Company
pursuant to Section 7.3(c),  hereof, for the purpose of monitoring the Company's
and each Permitted  Borrower's  compliance herewith and to notify the Lenders of
the acquisition or creation of new Subsidiaries.

         "Current  Dollar  Equivalent"  shall mean, as of any applicable date of
determination,  with respect to any Advance or Letter of Credit made,  issued or
carried in an Alternative Currency, the amount of Dollars which is equivalent to
the then outstanding principal amount of such Advance or Letter of Credit at the
most favorable spot exchange rate  determined by the Agent to be available to it
for  the  sale  of  Dollars  for  such  Alternative  Currency  for  delivery  at
approximately  11:00 A.M.  (Detroit time) two (2) Business Days after such date.
Alternative  Currency  equivalents  of  Advances  in Dollars (to the extent used
herein) shall be determined by Agent in a manner consistent herewith.

         "Dale  Electronics"  shall  mean Dale  Electronics,  Inc.,  a  Delaware
corporation and a Subsidiary of the Company.

         "Debt" shall mean,  as of any  applicable  date of  determination,  all
items of indebtedness,  obligation or liability of a Person,  whether matured or
unmatured,   liquidated  or  unliquidated,   direct  or  indirect,  absolute  or
contingent,  joint or several,  that should be  classified as  liabilities  on a
balance sheet and/or in accompanying footnotes in accordance with GAAP.

         "Default" shall mean any event which,  with the giving of notice or the
passage of time, or both, would constitute an Event of Default.

         "Dollar  Amount"  shall mean (i) with respect to each Advance or Letter
of Credit made, issued or carried (or to be made, issued or carried) in Dollars,
the principal  amount thereof and (ii) with respect to each Advance or Letter of
Credit  made,  issued or carried (or to be made or  carried)  in an  Alternative
Currency,  the amount of Dollars which is equivalent to the principal  amount of
such  Advance  or  Letter of Credit at the most  favorable  spot  exchange  rate
determined

                                      -5-

<PAGE>

by the Agent to be available to it for the sale of Dollars for such  Alternative
Currency at approximately 11:00 A.M. (Detroit time) two (2) Business Days before
such Advance or Letter of Credit is made or issued (or to be made or issued), as
such Dollar  Amount may be adjusted  from time to time  pursuant to Section 2.11
hereof. When used with respect to any Alternative Currency portion of an Advance
or Letter of Credit being repaid or  remaining  outstanding  at any time or with
respect to any other sum expressed in an Alternative  Currency,  "Dollar Amount"
shall mean the amount of Dollars which is equivalent to the principal  amount of
such Advance or Letter of Credit, or the amount so expressed in such Alternative
Currency, at the most favorable spot exchange rate determined by the Agent to be
available  to it for the sale of Dollars  for such  Alternative  Currency at the
relevant  time.  Alternative  Currency  amounts  of  Advances  made,  carried or
expressed in Dollars (to the extent used herein) shall be determined by Agent in
a manner consistent herewith.

         "Dollars" and the sign "$" shall mean lawful money of the United States
of America.

         "Domestic    Advance"   shall   mean   any   Advance   other   than   a
Eurocurrency-based  Advance or any other Advance  denominated  in an Alternative
Currency.

         "Domestic Guaranty" shall mean that certain Domestic Guaranty under the
Prior Credit Agreement  covering all  Indebtedness  outstanding from the Company
and the  Permitted  Borrowers  executed  and  delivered  (or to be executed  and
delivered  by  joinder) by each of the  Significant  Domestic  Subsidiaries,  as
amended or otherwise modified from time to time.

         "Domestic  Permitted  Borrower" shall mean any Permitted Borrower which
is not a Foreign Permitted Borrower.

         "Domestic  Subsidiary"  shall  mean  any  Subsidiaries  of the  Company
incorporated  under the laws of the  United  States of  America,  or any  state,
territory, possession or other political subdivision thereof which is a domestic
Subsidiary  for  purposes  of Section  956 of the  Internal  Revenue  Code;  and
"Domestic Subsidiaries" shall mean any or all of them.

         "EBITDA" shall mean, of any Person,  for any period,  the Net Income of
such  Person for such  period  adjusted to  exclude,  without  duplication,  the
following  items of income or expense to the extent that such items are included
in the calculation of such Net Income:  (a) Interest  Expense,  (b) any non-cash
expenses and charges,  (c) total income tax expense,  (d) depreciation  expense,
(e) the expense associated with amortization of intangible and other assets, (f)
non-cash   provisions  for  reserves  for  discontinued   operations,   (g)  any
extraordinary,  unusual or non-recurring  gains or losses or charges or credits,
(h) any gain or loss associated  with the sale or write-down of assets,  (i) any
gain or loss from or attributable to minority interests and (j) any gain or loss
accounted for by the equity  method of accounting  (except in the case of income
to

                                      -6-

<PAGE>

the extent of the amount of cash  dividends or cash  distributions  paid to such
Person or any  Subsidiary  of such  Person by the  entity  accounted  for by the
equity method of accounting).

         "Effective  Date"  shall  mean the date on which all of the  conditions
precedent set forth in Sections 5.1 through 5.10 hereof have been satisfied.

         "EMU" shall mean  Economic and Monetary  Union as  contemplated  in the
Treaty on European Union.

         "EMU  Legislation"  shall mean  legislative  measures  of the  European
Council  (including  European  Council  regulations)  for the  introduction  of,
changeover  to or operation of a single or unified  European  currency  (whether
known as the Euro or otherwise),  being in part the  implementation of the third
stage of EMU.

         "Environmental  Auditors"  shall mean, when selected or retained by the
Company or the Agents, as the case may be hereunder,  such counsel,  engineering
or  testing  firms or other  experienced,  reputable  environmental  consultants
reasonably acceptable to the Required Lenders.

         "Environmental  Audits" shall mean those environmental audits conducted
in connection with the TEMIC Acquisition and set forth on Schedule 7.15 hereto.

         "Equity  Offering"  shall mean the  issuance  and sale for cash,  on or
after the date  hereof,  by Company  or any of its  Subsidiaries  of  additional
capital stock or other equity interests.

         "Equity Offering  Adjustment" shall mean that amount to be added to the
minimum  Tangible Net Worth  required to be maintained  under Section 7.4 hereof
consisting  of an amount  equal to  seventy-five  percent  (75%) of each  Equity
Offering  conducted by the Company or any of its  Subsidiaries,  net of costs of
issuance, on and after January 1, 1998, on a cumulative basis.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended,  or any successor act or code,  and the  regulations  in effect from
time to time thereunder.

         "ERISA  Affiliate"  shall mean any trade or  business  (whether  or not
incorporated)  which is under common control with the Company within the meaning
of Section  4001 of ERISA or is part of a group which  includes  the Company and
would be treated as a single employer under Section 414 of the Internal  Revenue
Code.

         "Euro" shall mean the single currency of Participating Member States of
the European Union.

                                      -7-

<PAGE>

         "Euro"  or "Euro  Unit"  shall  mean the  currency  unit of the Euro as
defined in the EMU Legislation.

         "Eurocurrency Rate" shall mean with respect to each  Eurocurrency-based
Advance  carried in any  Alternative  Currency  (and each  Eurocurrency-Interest
Period  pertaining  thereto) the per annum interest rate determined by the Agent
to be the offered rate for deposits in such currency  with a term  comparable to
such  Interest   Period  that  appears  on  the  applicable   Telerate  Page  at
approximately  11:00 a.m.,  London time, two Business Days (or, in the case of a
Eurocurrency-based  Advance in Euros,  on such other date as is customary in the
relevant  offshore  interbank  market)  prior to the  beginning of such Interest
Period; provided,  however, that if at any time for any reason such offered rate
for any such currency does not appear on a Telerate  Page,  "Eurocurrency  Rate"
shall mean, with respect to each such Advance denominated in such currency,  the
per annum interest rate at which  deposits in the relevant  currency are offered
to Agent's  Eurocurrency  Lending  Office by other prime  banks in the  relevant
offshore   interbank   market  in  an   amount   comparable   to  the   relevant
Eurocurrency-based   Advance   and  for  a   period   equal   to  the   relevant
Eurocurrency-Interest  Period at  approximately  11:00 a.m. Detroit time two (2)
Business Days prior to the first day of such Eurocurrency-Interest Period.

         "Eurocurrency-based  Advance" shall mean any Advance (including a Swing
Line Advance) which bears interest at the Eurocurrency-based Rate.

         "Eurocurrency-based Rate" shall mean a per annum interest rate which is
equal to the sum of the Applicable Margin (subject, if applicable, to adjustment
under Section 4.1 hereof), plus the quotient of:

                  (A)      (a)  in  the  case  of  Eurocurrency-based   Advances
                           carried in Dollars,  the  Eurodollar  Rate, or (b) in
                           the case of Eurocurrency-based Advances carried in an
                           Alternative Currency, the Eurocurrency Rate,

                  divided by

                  (B)      a percentage  equal to 100% minus the maximum rate on
                           such  date at which  Agent is  required  to  maintain
                           reserves on `Eurocurrency  Liabilities' as defined in
                           and  pursuant  to   Regulation  D  of  the  Board  of
                           Governors of the Federal  Reserve  System or, if such
                           regulation or definition is modified,  and as long as
                           Agent is  required  to  maintain  reserves  against a
                           category of liabilities  which includes  eurocurrency
                           deposits  or  includes  a  category  of

                                      -8-

<PAGE>

                           assets which includes eurocurrency loans, the rate at
                           which such  reserves are required to be maintained on
                           such category,

all as conclusively determined by the Agent (absent manifest error), such sum to
be rounded upward, if necessary, to the nearest whole multiple of 1/16th of 1%.

         "Eurocurrency-Interest  Period" shall mean, (a) for Swing Line Advances
carried at the Eurocurrency-based Rate, an interest period of fourteen (14) days
or one month (or any lesser  number of days agreed to in advance by Company or a
Permitted  Borrower,  Agent  and the  Swing  Line  Bank)  and (b) for all  other
Eurocurrency-based Advances, an interest period of one, two, three or six months
(or any  lesser or greater  number of days  agreed to in advance by Company or a
Permitted  Borrower,  Agent and the  Lenders)  as  selected  by  Company or such
Permitted Borrower, as applicable,  for a Eurocurrency-based Advance pursuant to
Section 2.3 or 2.5 hereof, as the case may be.

         "Eurocurrency  Lending  Office"  shall  mean,  (a) with  respect to the
Agent,  Agent's  office located at its Grand Caymans Branch or such other branch
of Agent, domestic or foreign, as it may hereafter designate as its Eurocurrency
Lending  Office by written  notice to Company,  the Permitted  Borrowers and the
Lenders  and (b) as to each of the  Lenders,  its  office,  branch or  affiliate
located at its address set forth on the  signature  pages hereof (or  identified
thereon as its Eurocurrency Lending Office), or at such other office,  branch or
affiliate  of such  Lender as it may  hereafter  designate  as its  Eurocurrency
Lending Office by written notice to Company and Agent.

         "Eurodollar  Rate" shall mean with  respect to each  Eurocurrency-based
Advance  carried in Dollars (and each  Eurocurrency-Interest  Period  pertaining
thereto) the per annum interest rate at which deposits in dollars are offered to
Agent's  Eurocurrency  Lending  Office by other prime banks in the  eurocurrency
market in an amount  comparable to the relevant  Eurocurrency-based  Advance and
for a period equal to the relevant Eurocurrency-Interest Period at approximately
11:00 a.m.  Detroit  time two (2)  Business  Days prior to the first day of such
Eurocurrency-Interest Period.

         "Event of Default"  shall mean any of the events  specified  in Section
9.1 hereof.

         "Federal Funds  Effective  Rate" shall mean, for any day, a fluctuating
interest rate per annum equal to the weighted  average of the rates on overnight
Federal funds  transactions  with members of the Federal Reserve System arranged
by Federal  funds  brokers,  as published for such day (or, if such day is not a
Business Day, for the next preceding  Business Day) by the Federal  Reserve Bank
of New  York,  or,  if such  rate is not so  published  for any day  which  is a

                                      -9-

<PAGE>

Business Day, the average of the  quotations  for such day on such  transactions
received  by Agent from three  Federal  funds  brokers  of  recognized  standing
selected by it.

         "Fee  Letter"  shall  mean the fee  letter in effect  from time to time
among Company and the Agent hereunder, as amended from time to time.

         "Fees" shall mean the Agent's Fees, the Revolving  Credit Facility Fee,
the Letter of Credit Fees,  the  Syndication  Fee and the other fees and charges
payable hereunder.

         "Fixed Charge  Coverage  Ratio" shall mean, with respect to the Company
and its Consolidated Subsidiaries, as of any date of determination, a ratio, (i)
the numerator of which shall be equal to  Consolidated  EBITDA for the preceding
four  fiscal  quarters  ending  on the  date  of  determination,  minus  Capital
Expenditures  during such period and (ii) the  denominator of which shall be the
Interest  Expense of the  Company  and its  Consolidated  Subsidiaries  for such
period, in each case determined in accordance with GAAP.

         "Foreign  Guaranty" shall mean that certain Foreign  Guaranty under the
Prior  Credit  Agreement  covering  all  Indebtedness  of the Foreign  Permitted
Borrowers hereunder (but expressly excluding any Hedging  Obligations)  executed
and delivered  (or to be executed and  delivered by joinder) by the  Significant
Foreign Subsidiaries, other than Vishay Israel, as amended or otherwise modified
from time to time.

         "Foreign   Permitted   Borrower"  shall  mean  any  Permitted  Borrower
hereunder which is a Foreign Subsidiary.

         "Foreign  Subsidiary"  shall  mean any of the  Company's  Subsidiaries,
other than a Domestic Subsidiary;  and "Foreign  Subsidiaries" shall mean any or
all of them.

         "GAAP"  shall mean  generally  accepted  accounting  principles  in the
United States of America, as in effect from time to time, consistently applied.

         "Governmental Obligations" means noncallable direct general obligations
of the United States of America or  obligations  the payment of principal of and
interest on which is unconditionally guaranteed by the United States of America.

         "Granting  Lender" shall mean a Lender which elects to grant to an SPFV
the  option  to fund all or any  part of any  Advance  that  such  Lender  would
otherwise  be  obligated  to fund  pursuant to this  Agreement,  in each case in
accordance with Section 13.8(c) hereof; provided,  however, that notwithstanding
the  funding  by an SPFV of an Advance  (or a portion  thereof)

                                      -10-

<PAGE>

hereunder,  the Granting  Lender shall retain all of its rights and  obligations
under this Agreement with respect to such Advance or otherwise.

         "Guaranty  Obligation"  shall  mean  each  and any  guaranty  or  other
guaranty  obligation  by the Company or any  Subsidiary of the Debt of any other
Person  (excluding  endorsements of instruments for deposit or collection in the
ordinary  course  of  business),   including  without  limitation  any  and  all
agreements,  contingent  or  otherwise to support the  obligation  of such other
Person,  whether  or  not  denominated  as a  guaranty,  any  letter  of  credit
reimbursement  obligations  and any other  agreement or undertaking  which would
constitute a guaranty for purposes of GAAP.

         "Guaranties" shall mean the Company Guaranty, the Domestic Guaranty and
the Foreign Guaranty, and "Guaranty" shall mean any or all of them.

         "Guarantor(s)" shall mean each Significant Subsidiary which is required
by the Lenders to guarantee the  obligations of the Company and/or the Permitted
Borrowers hereunder and under the other Loan Documents.

         "Hazardous  Material"  shall mean and include any  hazardous,  toxic or
dangerous  waste,  substance or material defined as such in (or for purposes of)
the Hazardous Material Laws.

         "Hazardous  Material  Law(s)" shall mean all laws,  codes,  ordinances,
rules, regulations, orders, decrees and directives issued by any federal, state,
provincial, local, foreign or other governmental or quasi-governmental authority
or body  (or any  agency,  instrumentality  or  political  subdivision  thereof)
pertaining to Hazardous  Material on or about any  facilities  owned,  leased or
operated  by  Company  or any  of  its  Subsidiaries,  or  any  portion  thereof
including,  without  limitation,  those  relating to soil,  surface,  subsurface
ground water  conditions and the condition of the ambient air; and any state and
local laws and regulations pertaining to Hazardous Material and/or asbestos; any
so-called  "superfund"  or  "superlien"  law;  and  any  other  federal,  state,
provincial,  foreign or local statute, law, ordinance,  code, rule,  regulation,
order or decree  regulating,  relating to, or imposing liability or standards of
conduct  concerning,  any  hazardous,  toxic or  dangerous  waste,  substance or
material, as now or at any time hereafter in effect.

         "Hedging  Obligation(s)" shall mean Interest Rate Protection Agreements
and any foreign  currency  exchange  agreements  (including  without  limitation
foreign  currency hedges and swaps) or other foreign exchange  transactions,  or
any combination of such transactions or agreements or any option with respect to
any such  transactions or agreements  entered into between Company and/or any of
its  Subsidiaries and a Lender or an Affiliate of a Lender to manage existing or
anticipated foreign exchange risk and not for speculative purposes.

                                      -11-

<PAGE>

         "Hereof",  "hereto",  "hereunder" and similar terms shall refer to this
Agreement in its entirety  and not to any  particular  paragraph or provision of
this Agreement.

         "Indebtedness"  shall mean all  indebtedness  and  liabilities  whether
direct or  indirect,  absolute  or  contingent,  owing by  Company or any of the
Permitted  Borrowers  to the  Lenders  (or any of them) or to the Agent,  in any
manner  and at any time,  under this  Agreement  or the Loan  Documents,  due or
hereafter  to become  due,  now owing or that may  hereafter  be incurred by the
Company,  any of the  Permitted  Borrowers  or any of the  Subsidiaries  to,  or
acquired by, the Lenders (or any of them) or by Agent,  and all net  obligations
with respect to Hedging  Obligations  entered into between Company and/or any of
its Subsidiaries and a Lender or an Affiliate of a Lender and any judgments that
may  hereafter  be  rendered  on such  indebtedness  or any part  thereof,  with
interest according to the rates and terms specified,  or as provided by law, and
any and all consolidations,  amendments, renewals, replacements or extensions of
any of the foregoing.

         "Intercompany  Loan" shall mean any loan (or advance in the nature of a
loan) by the Company or any Subsidiary to another Subsidiary, provided that each
such loan or advance is  subordinated  in right of payment  and  priority to the
Indebtedness  on terms and  conditions  satisfactory  to Agent and the  Required
Lenders.

         "Intercompany   Loans,   Advances  or   Investments"   shall  mean  any
Intercompany  Loan,  and  any  advance  or  investment  by  the  Company  or any
Subsidiary   (including  without  limitation  any  guaranty  of  obligations  or
indebtedness to third parties) to or in another Subsidiary.

         "Intercompany  Notes" shall mean the  promissory  notes issued or to be
issued by any Subsidiary to Company or to any Significant Domestic Subsidiary to
evidence an Intercompany Loan.

         "Interest  Expense"  shall mean, for any Person and with respect to any
period,  the sum of the  amount of  interest  paid or accrued in respect of such
period, determined in accordance with GAAP.

         "Interest  Period" shall mean (a) with respect to a  Eurocurrency-based
Advance,   a   Eurocurrency-Interest    Period   commencing   on   the   day   a
Eurocurrency-based  Advance is made, or on the effective  date of an election of
the  Eurocurrency-based  Rate made under Section 2.3 hereof, as the case may be,
and (b) with  respect to a Swing Line  Advance  carried at the Quoted  Rate,  an
interest  period of one month (or any lesser number of days agreed to in advance
by Company or a Permitted  Borrower,  Agent and the Swing Line Bank);  provided,
however that (i) any Interest Period which would otherwise end on a day which is
not a Business Day shall end

                                      -12-

<PAGE>

on the next succeeding  Business Day, except that as to a  Eurocurrency-Interest
Period,  if the next  succeeding  Business Day falls in another  calendar month,
such Eurocurrency-Interest  Period shall end on the next preceding Business Day,
and (ii)  when a  Eurocurrency-Interest  Period  begins  on a day  which  has no
numerically   corresponding   day  in  the  calendar  month  during  which  such
Eurocurrency-Interest Period is to end, it shall end on the last Business Day of
such  calendar  month,  and (iii) no Interest  Period  shall  extend  beyond the
Revolving Credit Maturity Date.

         "Interest Rate Protection  Agreement(s)"  shall mean any interest rate,
swap,  cap,  floor,  collar,  forward rate  agreement  or other rate  protection
transaction, or any combination of such transactions or agreements or any option
with respect to any such  transactions  or agreements  now existing or hereafter
entered  into by  Company  or any of its  Subsidiaries  to  manage  existing  or
anticipated interest rate risk and not for speculative purposes.

         "Internal  Revenue Code" shall mean the Internal  Revenue Code of 1986,
as amended from time to time, and the regulations promulgated thereunder.

         "Investment"  shall  mean any loan or  advance by Company or any of its
Subsidiaries  to, or any other loan,  advance or investment by Company or any of
its Subsidiaries in, any Person (including without limitation, any Subsidiary of
Company),  without  offset,  reduction or other  adjustment,  whether such loan,
advance or investment shall be in the nature of an investment in shares of stock
or  other  capital  or  securities,  general  or  limited  partnership,  limited
liability  company or joint  venture  interests,  evidences of  indebtedness  or
otherwise.

         "Issuing  Office"  shall mean  Agent's  office  located at One  Detroit
Center,  500 Woodward  Avenue,  Detroit,  Michigan 48275 or such other office as
Agent shall designate in writing as its Issuing Office.

         "Joinder Agreement" shall mean a joinder agreement in the form attached
as Exhibit A to the form of the Domestic  Guaranty or to the form of the Foreign
Guaranty,  to be executed and delivered by any Person required to be a Guarantor
pursuant to Section 7.16 of this Agreement.

         "Joint Venture" shall mean any corporation,  partnership,  association,
joint stock company, limited liability company,  partnership,  business trust or
other combined enterprise,  other than a Subsidiary,  in which (or to which) the
Company or any of its Subsidiaries has made a loan, investment or advance or has
an  ownership  stake or  interest,  whether  in the  nature of Share  Capital or
otherwise (but expressly  excluding  Permitted  Investments)  to fund a business
enterprise.

                                      -13-

<PAGE>

         "Lender(s)"  shall  mean  each of the  Lenders  signatory  to the Prior
Credit  Agreement and any assignee  which  becomes a Lender  pursuant to Section
13.8(c) hereof.

         "Letter(s) of Credit"  shall mean any standby  letters of credit issued
by Agent at the  request of or for the  account  of an Account  Party or Account
Parties  pursuant  to  Article 3 hereof.  The  existing  Letters  of Credit  are
scheduled on Schedule 1.4.

         "Letter of Credit  Agreement"  shall mean, in respect of each Letter of
Credit, the application and related  documentation  satisfactory to the Agent of
an Account  Party or Account  Parties  requesting  Agent to issue such Letter of
Credit, as amended from time to time.

         "Letter of Credit  Fees"  shall mean the fees  payable to Agent for the
accounts of the Lenders in connection with Letters of Credit pursuant to Section
3.4 hereof.

         "Letter  of  Credit  Maximum  Amount"  shall  mean,  as of any  date of
determination, the lesser of: (a) One Hundred Million Dollars ($100,000,000) and
(b) the  Revolving  Credit  Aggregate  Commitment  as of such  date,  minus  the
aggregate  principal  amount of Advances  outstanding  as of such date under the
Revolving Credit and under the Swing Line.

         "Letter  of  Credit  Obligation(s)"  shall  mean the  obligation  of an
Account Party or Account  Parties under this Agreement and each Letter of Credit
Agreement  to  reimburse  the Agent for each payment made by the Agent under the
Letter of Credit issued  pursuant to such Letter of Credit  Agreement,  together
with all other sums,  fees,  charges and amounts which may be owing to the Agent
under such Letter of Credit Agreement.

         "Letter of Credit Payment" shall mean any amount paid or required to be
paid by the Agent in its capacity hereunder as issuer of a Letter of Credit as a
result of a draft or other demand for payment under any Letter of Credit.

         "Leverage  Ratio"  shall mean,  as of any date of  determination,  with
respect to the Company and its Consolidated Subsidiaries, the ratio of (a) Total
Indebtedness as of such day to (b) Consolidated  EBITDA for the four consecutive
fiscal quarters then ending.

         "Lien"  shall mean any  pledge,  assignment,  hypothecation,  mortgage,
security interest, deposit arrangement,  option, trust receipt, conditional sale
or title retaining contract,  sale and leaseback transaction,  or any other type
of lien,  charge  or  encumbrance,  whether  based on  common  law,  statute  or
contract.

         "Lite-On Documents" shall mean the Lite-On Joint Venture Agreement, the
Stock Purchase Agreement dated as of April 25, 1997 by and among the Company and
the  shareholders

                                      -14-

<PAGE>

of LPSC, the Stock Appreciation Right Agreement dated as of July 17, 1997 by and
between  the  Company  and  Lite-On  Joint  Venture,  and  such  other  material
agreements as entered among such parties (or their affiliates)  pursuant thereto
or in connection  therewith,  each as amended (subject to the terms hereof) from
time to time.

         "Lite-On  Joint  Venture   Agreement"  shall  mean  the  Joint  Venture
Agreement  dated as of April 25,  1997 by and  between  the  Company and Lite-On
Joint  Venture,  a company  formed  under the laws of  Taiwan,  relating  to the
acquisition  by the Company of LPSC, as amended  (subject to the terms  hereof),
from time to time.

         "Loan  Agreements"  shall  mean  this  Agreement  and  the  Short  Term
Revolving Credit Agreement.

         "Loan Documents" shall mean collectively, this Agreement, the Letter of
Credit Agreements, the Guaranties, the Collateral Documents, Hedging Obligations
entered into between Company and/or any of its  Subsidiaries  and a Lender or an
Affiliate  of a  Lender,  and any other  documents,  instruments  or  agreements
executed pursuant to or in connection with any such document,  or this Agreement
as such documents may be amended or otherwise modified from time to time.

         "LPSC" shall mean Lite-On Power  Semiconductor  Corporation,  a company
formed under the laws of Taiwan.

         "Multiemployer  Plan"  shall  mean any  multiemployer  plan  within the
meaning of Section 4001(a)(3) of ERISA.

         "National  Currency Unit" shall mean a fraction or multiple of one Euro
Unit  expressed  in units of the former  national  currency  of a  Participating
Member State.

         "Net  Income"  shall  mean the net income (or loss) of a Person for any
period determined in accordance with GAAP.

         "Net  Income  Adjustment"  shall  mean  that  amount to be added to the
minimum  Tangible Net Worth  required to be maintained  under Section 7.4 hereof
consisting of fifty percent (50%) of Company's  Consolidated Net Income for each
of the  Company's  fiscal  quarters  ending on or after  March 31, 1999 (in each
case, only if a positive number), on a cumulative basis.

         "New Equity" shall mean capital stock or other equity  interests issued
and sold for cash on or after the date of this  Agreement,  by Company or any of
its Subsidiaries, excluding capital stock issued by any Subsidiary to Company to
evidence  additional  equity  Investments  by

                                      -15-

<PAGE>

Company in its  Subsidiaries  and excluding the proceeds of any stock issued and
sold to employees (other than as part of a public offering).

         "Notes" shall mean the Revolving  Credit Notes or the Swing Line Notes,
or any or all of the  Revolving  Credit  Notes,  and the Swing Line Notes as the
context indicates, and in the absence of such indication, all such notes.

         "Offering Memorandum" shall mean the Offering Memorandum to the Lenders
dated January, 1998.

         "Pamela  Holdings"  shall mean  Pamela  Verwaltungsgesellschaft  mbH, a
company organized under the laws of the Federal Republic of Germany, one hundred
percent  (100%) of the share capital of which is owned  (directly or indirectly)
by Company.

         "Participating  Member  State"  shall mean such country so described in
any EMU Legislation.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation under ERISA,
or any successor corporation.

         "Pension  Plan"  shall mean each  employee  pension  benefit  plan,  as
defined in Section 3(2) of ERISA,  of the Company or an ERISA Affiliate but only
to the extent such Pension Plan is subject to ERISA, as provided in Section 4 of
ERISA,  and is subject to Section 412 of the  Internal  Revenue Code and Section
302 of ERISA other than a Multiemployer Plan.

         "Percentage"  shall mean,  with respect to any Lender,  its  percentage
share,  as set forth on  Schedule  1.1  hereto,  of the Letters of Credit or the
Revolving Credit, as the context indicates, as such Schedule may be revised from
time to time by Agent in accordance with Section 13.8(d) hereof.

         "Permitted  Acquisition"  shall mean any  acquisition by the Company or
any of its Subsidiaries of assets, businesses or business interests or shares of
stock or other  ownership  interests  of or in any  Person,  conducted  while no
Default or Event of Default  has  occurred  and is  continuing  hereunder  (both
before  and after  giving  effect  thereto)  in  accordance  with the  following
requirements:

         (a) Such acquisition is of a business or Person primarily  engaged in a
line of business in which the Company or any  Subsidiary  is permitted to engage
under Section 8.1(b) hereof;

                                      -16-

<PAGE>

         (b) The board of  directors  (or  other  Person(s)  exercising  similar
functions) of the seller of the assets or issuer of the shares of stock or other
ownership  interests  being  acquired  shall have approved such  transaction  or
recommended that such transaction be approved;

         (c) in the  event  that the  value of such  proposed  new  acquisition,
computed on the basis of total acquisition consideration paid or incurred, or to
be paid or incurred,  by the Company or its  Subsidiaries  with respect thereto,
including all indebtedness which is assumed or to which such assets,  businesses
or business or  ownership  interests or shares,  or any Person so  acquired,  is
subject,  but excluding the value of any common shares  transferred as a part of
such acquisition, shall be

         (i)  greater  than or  equal to Fifty  Million  Dollars  ($50,000,000),
         determined  as of the date of such  acquisition,  then  not  less  than
         fifteen (15) nor more than ninety (90) days prior to the date each such
         proposed  acquisition  is  scheduled  to be  consummated,  the  Company
         provides  written notice thereof to Agent,  accompanied by (A) the term
         sheet,  purchase agreement and, when available,  drafts of all material
         documents  pertaining  to such  proposed  acquisition,  (B)  historical
         financial   information   (including,   but  not  limited  to,   income
         statements,  balance sheets and cash flows)  covering  either the three
         most recent complete  fiscal years of the  acquisition  target prior to
         the effective  date of the  acquisition or the entire credit history of
         the acquisition target,  whichever period is shorter, and the quarterly
         financial  statements of the acquisition  target for the fiscal quarter
         then  ending  (provided  however  that,  if the  financial  information
         referred to in this  subparagraph  (B) is not available,  Company shall
         furnish  Agent  with   financial   information   otherwise   reasonably
         satisfactory  to the  Required  Lenders)  and (C) Pro  Forma  Projected
         Financial Information, or

         (ii) less than Fifty Million Dollars  ($50,000,000) but greater than or
         equal to Ten Million Dollars ($10,000,000), then not less than ten (10)
         Business  Days  after  date each  such  proposed  acquisition  has been
         consummated, the Company provides written notice thereof to Agent (with
         certified  copies  of  all  material   documents   pertaining  to  such
         acquisition);

whereupon Agent shall promptly upon its receipt thereof distribute copies of all
notices and other materials  received from Company under this clause (c) to each
Lender; and

         (d)  within  thirty  (30)  days  after  any such  acquisition  has been
completed,  the Company, its Subsidiaries and any of the other business entities
involved in such acquisition shall execute or cause to be executed,  and provide
or cause to be provided to Agent, any Loan Documents required under Section 7.16
hereof.

                                      -17-

<PAGE>

         "Permitted  Borrower Addendum" shall mean an addendum  substantially in
the form  attached  hereto as Exhibit H, to be executed  and  delivered  by each
Permitted  Borrower  which  becomes  a party to this  Agreement  after  the date
hereof, as such Exhibit may be amended from time to time.

         "Permitted  Borrower  Sublimit" shall mean the maximum aggregate amount
of  Advances  and  Letters of Credit  (including  Letter of Credit  Obligations)
available at any time to each of the Permitted Borrowers hereunder, as set forth
on Schedule 1.6 hereof.

         "Permitted  Borrower(s)"  shall mean Vishay Europe,  Vishay Electronic,
Pamela  Holdings  and  Siliconix,  and any  100%  Subsidiary  which,  after  the
Effective  Date and with the prior  written  approval of the Lenders,  becomes a
party hereto pursuant to Section 2.1(a) hereof.

         "Permitted Company  Encumbrances"  shall mean, in addition to Permitted
Encumbrances, those liens and encumbrances of the Company identified in Schedule
8.5, hereto.

         "Permitted Currencies" shall mean Dollars or any Alternative Currency.

         "Permitted Encumbrances" shall mean, with respect to any Person:

                  (a) liens for taxes not yet due and payable or which are being
         contested in good faith by appropriate  proceedings diligently pursued,
         provided that such provision for the payment of all such taxes known to
         such  Person  has  been  made on the  books  of such  Person  as may be
         required by GAAP;

                  (b)   mechanics',    materialmen's,    banker's,    carriers',
         warehousemen's  and  similar  liens  and  encumbrances  arising  in the
         ordinary  course of business  and securing  obligations  of such Person
         that are not  overdue  for a period  of more  than 60 days or are being
         contested in good faith by appropriate  proceedings diligently pursued,
         provided  that in the  case of any  such  contest  (i) any  proceedings
         commenced for the enforcement of such liens and encumbrances shall have
         been duly  suspended;  and (ii) such  provision for the payment of such
         liens and encumbrances has been made on the books of such Person as may
         be required by GAAP;

                  (c) liens  arising in connection  with worker's  compensation,
         unemployment  insurance,  old age pensions  (subject to the  applicable
         provisions of this  Agreement) and social  security  benefits which are
         not  overdue  or are  being  contested  in good  faith  by  appropriate
         proceedings  diligently pursued,  provided that in the case of any such
         contest (i) any proceedings commenced for the enforcement of such liens
         shall have been duly

                                      -18-

<PAGE>

         suspended;  and (ii) such  provision  for the payment of such liens has
         been made on the books of such Person as may be required by GAAP;

                  (d) (i) liens  incurred in the ordinary  course of business to
         secure the performance of statutory  obligations  arising in connection
         with progress payments or advance payments due under contracts with the
         United States or any foreign  government or any agency thereof  entered
         into in the  ordinary  course of  business  and (ii) liens  incurred or
         deposits  made  in the  ordinary  course  of  business  to  secure  the
         performance of statutory  obligations,  bids,  leases,  fee and expense
         arrangements   with  trustees  and  fiscal  agents  and  other  similar
         obligations  (exclusive of obligations  incurred in connection with the
         borrowing of money, any  lease-purchase  arrangements or the payment of
         the deferred purchase price of property),  provided that full provision
         for the  payment of all such  obligations  set forth in clauses (i) and
         (ii) has been made on the books of such  Person as may be  required  by
         GAAP; and

         (e) any minor  imperfections  of title,  including  but not  limited to
         easements,  covenants,  rights-of-way  or other  similar  restrictions,
         which,  either  individually  or in the  aggregate  do  not  materially
         adversely  affect the  present or future use of the  property  to which
         they relate,  which would have a material adverse effect on the sale or
         lease  of  such   property,   or  which  would  render  title   thereto
         unmarketable.

         "Permitted Encumbrances of the Subsidiaries" shall mean, in addition to
Permitted  Encumbrances,  those  liens  and  encumbrances  of  the  Subsidiaries
identified in Schedule 8.5, hereto.

         "Permitted Investments" shall mean:

                  (a)      Governmental Obligations;

         (b)  Obligations  of a state of the  United  States,  the  District  of
         Columbia  or any  possession  of the United  States,  or any  political
         subdivision  thereof,  which are  described  in  Section  103(a) of the
         Internal  Revenue  Code  and are  rated in any of the  highest  3 major
         rating  categories as determined by at least one nationally  recognized
         rating agency; or secured, as to payments of principal and interest, by
         a letter of credit  provided by a financial  institution  or  insurance
         provided by a bond insurance  company which itself or its debt is rated
         in the highest 3 major rating  categories as determined by at least one
         Rating Agency;

         (c) Banker's acceptances, commercial accounts, certificates of deposit,
         or depository  receipts  issued by a bank,  trust company,  savings and
         loan  association,  savings bank or

                                      -19-

<PAGE>

         other financial  institution  whose deposits are insured by the Federal
         Deposit  Insurance  Corporation and whose reported  capital and surplus
         equal at least $500,000,000;

         (d) commercial  paper with a minimum rating of "A-1" (or better) by S&P
         or  "P-1"  (or  better)  by  Moody's,  full  faith  and  credit  direct
         obligations  of the United  States of America or,  with  respect to the
         Foreign  Subsidiaries,  of the  central  government  of the  applicable
         jurisdiction, or any agency thereof, certificates of deposit, and other
         short  term  investments  (each of a  duration  of one  year or  less),
         maintained by the Company or any of its  Subsidiaries  consistent  with
         the present investment  practices of such parties (as classified in the
         current financial statements of such parties);

         (e)  Secured  repurchase  agreements  against  obligations  itemized in
         paragraph  (a) above,  and  executed  by a bank or trust  company or by
         members  of the  association  of primary  dealers  or other  recognized
         dealers in United  States  government  securities,  the market value of
         which  must be  maintained  at  levels  at least  equal to the  amounts
         advanced and  repurchase  agreements  entered into with  counterparties
         having  ratings  in either of the  highest  two  rating  categories  by
         Moody's  or S&P,  or the  highest  rating  category  by Fitch  Investor
         Services,  Duff & Phelps  or  Thompson  Bank  Watch and  providing  for
         underlying securities to be held by a third party;

         (f) Any fund or other pooling  arrangement which exclusively  purchases
         and holds the investments itemized in (a) through (e) above; and

         (g)  other   short   term   investments   (excluding   investments   in
         Subsidiaries,  Affiliates or Joint  Ventures) made or maintained by any
         Foreign  Subsidiary  outside  of the  United  States of  America in the
         ordinary course of its business, consistent with the present investment
         practices  of the  Company and its  Subsidiaries  as of the date hereof
         (generally,  and as to the individual  and aggregate  amounts and other
         terms thereof).

         "Permitted   Siliconix   Merger"   shall   mean  the  merger  or  other
amalgamation  of Vishay TEMIC Holdings (and any of its  Subsidiaries)  or Pamela
Holdings (or any of its Subsidiaries)  into Siliconix,  but only after Siliconix
has become a 100% Subsidiary.

         "Permitted  Transfer"  shall mean (i) any  disposition  of inventory or
worn out or obsolete machinery, equipment or other such personal property in the
ordinary  course  of  business,   and  (ii)  the  transfer  by  Company  or  its
Subsidiaries to Vishay Israel or its wholly-owned direct  subsidiaries  existing
under the laws of Israel of  machinery  and  equipment  in an  aggregate  amount
(valued on the basis of the book value of such  property on the date of transfer
thereof) of up to Fifty Million Dollars ($50,000,000) from and after the date of
the Prior Credit Agreement.

                                      -20-

<PAGE>

         "Permitted  Transferee" shall mean a "Permitted  Transferee" as defined
in the  Company's  current  Certificate  of  Incorporation,  and any  subsequent
amendment of the definition of such term approved by the Required Lenders.

         "Person" shall mean an individual,  corporation,  partnership,  limited
liability company,  trust,  incorporated or unincorporated  organization,  joint
venture,  joint  stock  company,  or a  government  or any  agency or  political
subdivision thereof or other entity of any kind.

         "Pledge  Agreement(s)"  shall mean the various stock pledge agreements,
including any  nantissements,  notarial deeds,  pledges of financial  instrument
accounts, or other local law pledges (and any of them) executed and delivered in
connection  with the Prior  Credit  Agreement  or to be  executed  or  delivered
pursuant  to  Sections  7.16  and/or  7.18  hereof  all by the  Company  and its
Significant Subsidiaries in favor of the Agent, for and on behalf of the Lenders
under this  Agreement  and the  lenders  under the Short Term  Revolving  Credit
Agreement  and,  except with respect to those Pledge  Agreements  executed by or
covering the share capital of a Significant Foreign Subsidiary, on behalf of any
Lenders or their Affiliates (or any of them) under any Hedging  Obligations,  in
each case as amended or otherwise modified from time to time.

         "Prime  Rate" shall mean the per annum  interest  rate  established  by
Agent as its  prime  rate for its  borrowers  as such rate may vary from time to
time,  which rate is not  necessarily  the lowest rate on loans made by Agent at
any such time.

         "Prime-based  Advance"  shall mean an Advance  (including  a Swing Line
Advance) which bears interest at the Prime-based Rate.

         "Prime-based  Rate"  shall  mean  that  rate of  interest  which is the
greater of (i) the Prime Rate or (ii) the Alternate Base Rate.

         "Prior Credit Agreement" is defined in the Preamble.

         "Pro Forma  Projected  Financial  Information"  shall  mean,  as to any
proposed  acquisition,  a  statement  executed by an  Authorized  Officer of the
Company (supported by reasonable  detail) setting forth the total  consideration
to be paid or incurred in  connection  with the  proposed  acquisition  and, pro
forma  combined  projected  financial   information  for  the  Company  and  its
Consolidated Subsidiaries and the acquisition target (if applicable), consisting
of projected opening balance sheets and covenant calculations as of the proposed
effective  date of the  acquisition  or the closing date and as of the end of at
least the next  succeeding  three (3)  fiscal  years of  Company  following  the
acquisition  and projected  statements of income,  balance  sheets and cash flow
statements  for each of those  years,  including  sufficient  detail  to  permit
calculation of the amounts and the financial covenants described in Sections 7.4
through 7.6 hereof, as

                                      -21-

<PAGE>

projected as of the effective date of the acquisition and for those fiscal years
and accompanied by (i) a statement setting forth a calculation of the ratios and
amounts so described and (ii) a statement in reasonable  detail  specifying  all
material assumptions underlying the projections.

         "Prohibited Transaction" shall mean any transaction involving a Pension
Plan which constitutes a "prohibited  transaction" under Section 406 of ERISA or
Section 4975 of the Internal Revenue Code.

         "Quoted  Rate" shall mean the rate of interest per annum offered by the
Swing Line Bank in its sole discretion with respect to a Swing Line Advance.

         "Quoted Rate Advance" means any Swing Line Advance which bears interest
at the Quoted Rate.

         "Rating Agency" shall mean Fitch Investor Services, Inc., or Standard &
Poor's  Ratings  Group,  or  Moody's  Investor  Service,  Inc.,  or any of their
respective  successors,  or any other nationally  recognized rating agency,  and
"Rating  Agencies"  shall  be  the  collective  reference  to  any or all of the
foregoing.

         "Reaffirmation(s)   of   Certain   Loan   Documents"   shall  mean  the
Reaffirmation(s)  of Certain Loan Documents,  executed and delivered by Company,
the Permitted  Borrowers and those other Significant  Subsidiaries  which were a
party to the Prior Credit  Agreement or the other Loan Documents,  substantially
in the form of Exhibit J attached hereto.

         "Refunded Swing Line Advance" is defined in Section 2.5(e) hereof.

         "Register" is defined in Section 13.8(f) hereof.

         "Remaining  Siliconix  Acquisition"  shall mean the  purchase  or other
acquisition by Company or any of its Domestic Subsidiaries of all or any portion
of the shares of stock of Siliconix.

         "Reportable  Event" shall mean a "reportable  event" within the meaning
of Section 4043 of ERISA and the regulations  promulgated  thereunder,  which is
material to the Company and its Subsidiaries, taken as a whole.

         "Request for Advance" shall mean a Request for Revolving Credit Advance
or a Request  for Swing Line  Advance,  or either of them,  as the  context  may
indicate or otherwise require.

         "Request  for  Revolving  Credit  Advance"  shall  mean a  request  for
Revolving  Credit Advance  issued by the Company or by a Permitted  Borrower and
countersigned by the Company

                                      -22-

<PAGE>

under Section  2.3(c) hereof,  as the case may be, in the form attached  annexed
hereto as Exhibit  A-1, as such form may be amended or otherwise  modified  from
time to time.

         "Request  for Swing Line  Advance"  shall mean a request for Swing Line
Advance issued by the Company or by a Permitted  Borrower and  countersigned  by
the Company under Section 2.5(c) hereof,  in the form attached annexed hereto as
Exhibit  A-2,  as such form may be amended or  otherwise  modified  from time to
time.
         "Required  Lenders"  shall mean at any time Lenders  holding 51% of the
aggregate  principal  amount  of the  Indebtedness  then  outstanding  hereunder
(provided  that,  for  purposes  of  determining   Required  Lenders  hereunder,
Indebtedness  outstanding  under the Swing  Line  shall be  allocated  among the
Lenders based on their respective Percentages of the Revolving Credit) or, if no
Indebtedness is then outstanding, Lenders holding 51% of the Percentages.

         "Revolving  Credit" shall mean the revolving credit loan to be advanced
to the  Company or a Permitted  Borrower  by the  Lenders  pursuant to Section 2
hereof, in an aggregate amount (subject to the terms hereof),  not to exceed, at
any one time outstanding, the Revolving Credit Aggregate Commitment.

         "Revolving  Credit  Aggregate  Commitment"  shall  mean  Eight  Hundred
Twenty-Five  Million  Dollars  ($825,000,000),  subject to any  reductions in or
termination of the Revolving Credit  Aggregate  Commitment under Section 2.15 or
9.2 hereof.

         "Revolving  Credit Facility Fee" shall mean the facility fee payable to
Agent for distribution to the Lenders pursuant to Section 2.13, hereof.

         "Revolving Credit Maturity Date" shall mean the earlier to occur of (i)
March 2,  2003,  as such  date may be  extended  from time to time  pursuant  to
Section 2.16 hereof,  and (ii) the date on which the Revolving  Credit Aggregate
Commitment shall be terminated pursuant to Section 2.15 or 9.2 hereof.

         "Revolving  Credit Notes" shall mean the  revolving  credit notes which
may be issued by  Company or a  Permitted  Borrower  at the  request of a Lender
pursuant  to Section  2.2(e)  hereof in the form  annexed to this  Agreement  as
Exhibit B-1 or B-2,  as the case may be, as such Notes may be amended,  renewed,
replaced or extended from time to time.

         "Security  Agreement(s)"  shall mean the Security Agreement dated as of
the date hereof and executed and delivered by Company, each Significant Domestic
Subsidiary and certain Significant Foreign  Subsidiaries  incorporated under the
laws of the United  States of America,  or any state,  territory,  possession or
other  political  subdivision  thereof  (whether  by  execution  thereof  or  by
execution of a Joinder Agreement  attached as Exhibit A to form of such Security

                                      -23-

<PAGE>

Agreement)  in favor of the Agent  substantially  in the form of Exhibit  I-1 or
I-2, as the case may be, as amended or otherwise modified from time to time.

         "Shares",  "share  capital",  "capital  stock",  "stock"  and  words of
similar  import  shall  mean and  refer to the  equity  capital  interest  under
applicable  law of  any  Person  in a  corporation  or  other  business  entity,
howsoever such interest is created or arises,  whether such capital  consists of
common stock,  preferred stock or preference shares, or other stock, and whether
such capital is evidenced by a certificate, share register entry or otherwise.

         "Short Term Revolving Credit Agreement" shall mean that certain Amended
and Restated Short Term Revolving  Credit  Agreement dated as of the date hereof
among the Company, the Permitted Borrowers, certain financial institutions,  and
the Agent, as amended or otherwise modified from time to time.

         "Short Term Loan Documents" shall mean "Loan Documents" as that term is
defined in the Short Term Revolving Credit Agreement.

         "Significant   Domestic   Subsidiaries"   shall  mean  those   Domestic
Subsidiaries  identified  as such on  Schedule  6.6A  hereto,  and any  Domestic
Subsidiaries  which  become  Significant  Subsidiaries  subsequent  to the  date
hereof.

         "Significant   Foreign   Subsidiaries"   shall   mean   those   Foreign
Subsidiaries  identified  as such  on  Schedule  6.6A  hereto,  and any  Foreign
Subsidiaries  which  become  Significant  Subsidiaries  subsequent  to the  date
hereof.

         "Significant  Subsidiary"  shall mean,  on the  Effective  Date,  those
Subsidiaries identified as Significant Subsidiaries on Schedule 6.6A hereto (for
purposes of  determining  the required  Guarantors  hereunder) and Schedule 6.6B
hereto (for purposes of determining  those  Subsidiaries  whose share capital is
required to be encumbered by a Pledge Agreement  hereunder) and thereafter shall
mean  the   Significant   Subsidiaries  as  of  Effective  Date  and  all  other
Subsidiaries,  whether  existing as of the Effective Date or created or acquired
by the Company thereafter, except any Subsidiary:

         (a) the total assets of which,  on an individual  basis, on any date of
         determination, are less than $5,000,000; and

         (b) which has, as of the most recent  fiscal  quarter then ending,  for
         the four preceding fiscal quarters, an EBITDA of less than $1,000,000;

                                      -24-

<PAGE>

provided however that, notwithstanding the foregoing, Vishay Israel shall not be
considered a  Significant  Subsidiary  hereunder  and each of Siliconix and LPSC
shall not be  considered  Significant  Subsidiaries  hereunder  unless and until
becoming 100% Subsidiaries.

         "Siliconix" shall mean Siliconix Incorporated, a Delaware corporation.

         "Singapore/Taiwan   Restructuring"   shall   mean   the   restructuring
transactions  (including  without  limitation  the  "demerger" of Vishay Lite-On
Holding Pte. Ltd.) conducted  substantially in accordance with the memorandum of
the Company's counsel dated January 20, 1999.

         "SPFV"  shall mean a special  purpose  funding  vehicle  utilized  by a
Granting  Lender  pursuant to Section 13.8 hereof to fund all or any part of any
Advance  that such  Lender  would  otherwise  be  obligated  to fund  under this
Agreement.
         "Stockholder's  Equity"  shall  mean (i) legal  capital  consisting  of
common or preferred stock, (ii) paid-in capital to the extent of the excess over
par or stated  value paid for  capital  stock and that  created  by a  corporate
readjustment  and (iii)  retained  earnings  consisting of cumulative Net Income
reduced by dividends declared or paid.

         "Stock  Option  Plan" shall mean each  employee  stock  option or other
employee incentive plan listed on Schedule 1.7 hereto pursuant to which stock of
the Company is  distributed  to  directors,  officers  and/or  employees  of the
Company or its  Subsidiaries  and other  similar plans adopted by the Company or
any Subsidiary subsequent to the date hereof in the ordinary course of business.

         "Stock  Option Plan Debt" shall mean Debt issued by any  Subsidiary  to
the Company in exchange for stock in the Company to be distributed pursuant to a
Stock Option Plan, provided that (i) no payments of principal or interest may be
made  under  such Debt so long as this  Agreement  or any of the Loan  Documents
remains   outstanding,   and  (ii)  such  Debt  shall  be  subordinated  to  the
Indebtedness in all respects on terms and conditions reasonably  satisfactory to
the Agent and the Required Lenders.

         "Subsidiary(ies)" shall mean any corporation,  association, joint stock
company, limited liability company,  partnership or business trust of which more
than fifty  percent  (50%) of the  outstanding  voting stock or other  ownership
interests is owned either  directly or  indirectly  by Company or one or more of
its  Subsidiaries  or by  Company  and one or more of its  Subsidiaries,  or the
management of which is otherwise controlled, directly, or indirectly through one
or more  intermediaries,  or both,  by Company  and/or its  Subsidiaries.  "100%
Subsidiary(ies)" shall mean any of the Company's Subsidiaries whose stock (other
than  directors' or qualifying  shares to the extent  required under  applicable
law) or other  ownership  interests  is owned 100% by any other 100%  Subsidiary
and/or the Company, and shall also include Vishay Israel.

                                      -25-

<PAGE>

         "Swing Line" shall mean the revolving credit loan to be advanced to the
Company or a Permitted  Borrower by the Swing Line Bank  pursuant to Section 2.5
hereof,  in an aggregate amount (subject to the terms hereof) not to exceed,  at
any one time outstanding, the Swing Line Maximum Amount.

         "Swing Line  Advance"  shall mean an Advance made by Swing Line Bank to
Company or a Permitted Borrower pursuant to Section 2.5 hereof.

         "Swing Line Bank" shall mean  Comerica  Bank, in its capacity as lender
under Section 2.5 of this Agreement, and its successors and assigns.

         "Swing Line Maximum  Amount"  shall mean  Twenty-Five  Million  Dollars
($25,000,000).

         "Swing Line Notes"  shall mean the swing line notes which may be issued
by Company or a Permitted Borrower at the request of Swing Line Bank pursuant to
Section  2.5(a) hereof in the form annexed  hereto as Exhibit C-1 or C-2, as the
case may be, as such Notes may be amended or supplemented from time to time, and
any notes issued in  substitution,  replacement or renewal  thereof from time to
time.

         "Syndication  Fee" shall mean those  certain fees payable to the Agents
in the amount set forth in the fee  letter  dated  January 7, 1998 or such other
fee letter as in effect from time to time.

         "Tangible Net Worth" shall mean, as of any date of  determination,  the
total  common  shareholders'  equity of the  Company and its  Subsidiaries  on a
Consolidated  basis,  together with the amount, if any, of preferred stock which
is classified as part of shareholders'  equity,  as reflected on the most recent
regularly prepared quarterly balance sheet of the Company and such Subsidiaries,
which balance sheet shall be prepared in  accordance  with GAAP,  minus the book
amount  of  intangible  assets  including,  without  limitation,  such  items as
goodwill,  trademarks, trade names, copyrights,  patents, licenses and rights in
any intangible  assets,  and unamortized  debt discount and expense,  as of such
date  determined  in  accordance  with GAAP,  but  excluding  the effects of the
currency  translation  adjustment  and  of  the  pension  adjustment  under  the
additional minimum liability section of FASB 87.

         "TEMIC Acquisition" shall mean the acquisition by the Company,  subject
to the terms hereof, of the TEMIC  Semiconductor  Business,  including,  without
limitation, not less than eighty percent (80%) of the common shares of Siliconix
issued and outstanding on that date of the TEMIC Acquisition,  for the price and
on the terms set forth in the TEMIC Acquisition Agreement.

                                      -26-

<PAGE>

         "TEMIC  Acquisition  Agreement"  shall mean that certain  agreement and
notarial deed  governing the  acquisition  of the TEMIC  Semiconductor  Business
entered  into between the TEMIC  Parties,  as sellers,  and the Company,  Pamela
Holdings  and Vishay TEMIC  Holdings,  as  purchasers,  dated as of December 16,
1997, as amended (subject to the terms hereof) from time to time.

         "TEMIC  Parties"  shall mean those sellers of the "TEMIC  Semiconductor
Business"  identified  in  Schedule  1.3  hereto  and  signatories  to the TEMIC
Acquisition Agreement.

         "TEMIC Semiconductor  Business' shall mean the business of, among other
things,  designing,  marketing and manufacturing discrete electronic devices and
integrated circuits and designing,  marketing and manufacturing power and analog
semiconductor products.

         "Total  Indebtedness"  shall mean,  with respect to the Company and its
Consolidated  Subsidiaries,  as of any date of  determination,  the sum, without
duplication,  of (a) the aggregate outstanding principal amounts of (i) Advances
of the  Revolving  Credit  and Swing  Line  outstanding  as of such date and any
Letter of Credit  Obligations  outstanding  as of such date,  and (ii) any other
revolving credit or other short-term Debt of the Company and its Subsidiaries as
of such date, (b) the aggregate  outstanding  principal  amount of all long-term
and short-term Debt of the Company and its  Subsidiaries as of such date and (c)
all other  interest-bearing  Debt of the Company and its  Subsidiaries,  whether
short-term or long-term, as of such date.

         "Trans-European  Business Day" shall mean a day when the Trans-European
Settlement System is open for business.

         "Trans-European   Settlement  System"  shall  mean  the  Trans-European
Automated Real-time Gross Settlement Express Transfer System or any successor.

         "Treaty on European  Union"  shall mean the Treaty of Rome of March 25,
1957,  as amended  by the Single  European  Act 1986 and the  Maastricht  Treaty
(which  was  signed at  Maastricht  on  February  7, 1992 and came into force on
November 1, 1993), as amended from time to time.

         "Vishay  Europe"  shall mean Vishay  Europe GmbH,  a company  organized
under the laws of the  Federal  Republic of  Germany,  formerly  known as Vishay
Beteiligungs GmbH.

         "Vishay  Electronic"  shall  mean  Vishay  Electronic  GmbH,  a company
organized under the laws of the Federal Republic of Germany.

                                      -27-

<PAGE>

         "Vishay  TEMIC   Holdings"   shall  mean  Vishay  TEMIC   Semiconductor
Acquisition Holdings Corp., a Delaware  corporation,  one hundred percent (100%)
of the share capital of which is owned (directly or indirectly) by Company.

         "Vishay  Israel"  shall  mean  Vishay  Israel  Limited,  a  corporation
organized under the laws of Israel and a Subsidiary of the Company.

         "Vishay Stock Plans" shall mean that certain 1986  Employee  Stock Plan
of  Vishay  Intertechnology,  Inc.,  adopted  by the board of  directors  of the
Company on February 27, 1986, as such plan may be amended from time to time, and
the Stock Option Plan, and any successor plans thereto.

         1.2      Euro.

         (a)  Redenomination of  Eurocurrency-based  Advances and other Advances
into Euro Units.

         (i)  From and  after  January  1,  1999,  each  obligation  under  this
         Agreement of a party hereto which (A) was originally denominated in the
         former national currency of a Participating  Member State, or (B) would
         otherwise have been denominated in such former national  currency prior
         to such  date  shall be  denominated  in,  or  redenominated  into,  as
         applicable,  the  Euro  Unit in  accordance  with EMU  Legislation  and
         applicable state law,  provided that, if and to the extent that any EMU
         Legislation  provides that amounts  denominated in the euro unit or the
         National  Currency  Unit of a  Participating  Member  State,  that  are
         payable by crediting an account of the  creditor  within that  country,
         may be made in either Euro or National  Currency  Units,  each party to
         this  Agreement  shall be entitled to pay or repay any such  amounts in
         either the Euro Unit or such National Currency Unit.

                  (ii) Any Eurocurrency-based Advances denominated in a National
         Currency Unit of a Participating  Member State which were made prior to
         January 1, 1999 but which have Interest Periods ending after January 1,
         1999 shall, for purposes of this Agreement,  remain denominated in such
         National Currency Unit provided that such Advances may be repaid either
         in the Euro or in such  National  Currency  Unit after January 1, 1999;
         provided, further, that from and after January 1, 2002 all such amounts
         shall be deemed to be in Euro Units.

                  (iii)  Subject  to any  EMU  Legislation,  references  in this
         Agreement to a minimum  amount (or an integral  multiple  thereof) in a
         National  Currency  Unit to be paid to or by a party  hereto  shall  be
         deemed to be a reference to such  reasonably  comparable and

                                      -28-

<PAGE>

         convenient  amount (or an  integral  multiple  thereof) in the Euro
         Unit as the Agent may from time to time specify.

         (b)      Payments.

         (i) All payments by any  Borrower or any Lender of amounts  denominated
         in the  Euro or a  National  Currency  Unit of a  Participating  Member
         State,  shall be made in immediately  available,  freely  transferable,
         cleared  funds to the account of the Agent in the  principal  financial
         center  in  such  Participating  Member  State,  as  from  time to time
         designated by the Agent for such purpose.

         (ii) All amounts payable by the Agent to any party under this Agreement
         in the National  Currency  Unit of a  Participating  Member State shall
         instead be paid in the Euro Unit.

         (iii)  Subject in the case of any Lender to Section  12.3  hereof,  the
         Agent  shall not be liable  to any party to this  Agreement  in any way
         whatsoever  for any delay,  or the  consequences  of any delay,  in the
         crediting  to any  account of any amount  denominated  in the Euro or a
         National Currency Unit of a Participating Member State.

         (iv) All  references  herein to the London  interbank or other national
         market with respect to any National  Currency  Unit of a  Participating
         Member State shall be deemed a reference to the applicable  markets and
         locations  referred to in the  definition of "Business  Day" in Section
         1.1.

         (c) Increased Costs. The Borrowers shall, from time to time upon demand
of any Lender  (with a copy to the Agent),  pay to such Lender the amount of any
cost or increased cost incurred by, or of any reduction in any amount payable to
or in the  effective  return on its capital  to, or of interest or other  return
foregone  by, such  Lender or any holding  company of such Lender as a result of
the introduction  of,  changeover to or operation of the Euro in a Participating
Member State, other than any such cost or reduction or amount foregone reflected
in any interest rate hereunder.

         (d) Inconsistent  Practice. If the basis of accrual of interest or fees
expressed  in this  Agreement  with  respect to the  currency  of any state that
becomes a Euro Member shall be  inconsistent  with any convention or practice in
the London  interbank  market for the basis of  accrual of  interest  or fees in
respect of Euros, such convention or practice shall replace such expressed basis
effective  as of and from the date on which  such state  becomes a Euro  Member;
provided,  that if any  Advance in the  currency  of such  state is  outstanding
immediately prior to

                                      -29-

<PAGE>

such date, such replacement shall take effect,  with respect to such Advance, at
the end of the then current Interest Period.

         (e)  Unavailability  of Euro. If the Agent at any time determines that:
(i) the Euro has  ceased  to be  utilized  as the basic  accounting  unit of the
European  Community;  (ii) for reasons  affecting the market in Euros generally,
Euros  are not  freely  traded  between  banks  internationally;  or (iii) it is
illegal,  impossible or impracticable for payments to be made hereunder in Euro,
then the Agent may, in its discretion declare (such declaration to be binding on
all the parties  hereto) that any payment made or to be made  thereafter  which,
but for this  provision,  would have been payable in the Euro shall be made in a
component  currency  of the Euro or  Dollars  (as  selected  by the  Agent  (the
"Selected  Currency")  and the amount to be so paid shall be  calculated  on the
basis of the equivalent of the Euro in the Selected Currency).

         (f) Additional  Changes at Agent's  Discretion.  This section and other
provisions of this Agreement  relating to Euros and the National  Currency Units
of  Participating  Member  States  shall  be  subject  to such  further  changes
(including changes in interpretation or construction) as the Agent may from time
to time in its reasonable  discretion notify to the Borrowers and the Lenders to
be  necessary  or   appropriate  to  reflect  the  changeover  to  the  Euro  in
Participating Member States.

         2.       REVOLVING CREDIT

         2.1  Commitment.  Subject to the terms and conditions of this Agreement
(including without limitation Section 2.3 hereof), each Lender severally and for
itself alone agrees to make Advances of the Revolving  Credit in any one or more
of the Permitted  Currencies to the Company or to any of the Permitted Borrowers
from time to time on any Business Day during the period from the Effective  Date
hereof until (but excluding) the Revolving  Credit Maturity Date in an aggregate
amount,  based on the Dollar Amount of any Advances  outstanding  in Dollars and
the  Current  Dollar  Equivalent  of any  Advances  outstanding  in  Alternative
Currencies,  not to exceed at any one time outstanding such Lender's  Percentage
of the Revolving Credit Aggregate Commitment. Except as provided in Section 2.12
hereof, for purposes of this Agreement, Advances in Alternative Currencies shall
be  determined,  denominated  and  redenominated  as set forth in  Section  2.11
hereof.  Subject  to the  terms  and  conditions  set  forth  herein,  advances,
repayments and readvances  may be made under the Revolving  Credit.  Advances of
the Revolving Credit shall be subject to the following additional conditions and
limitations:

                  (a) No  Permitted  Borrower  shall be  entitled  to request an
Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of
Credit  hereunder until (i) it has become a party to this  Agreement,  either by
execution  and delivery of this  Agreement,  or by

                                      -30-

<PAGE>

execution and delivery of a Permitted Borrower Addendum to this Agreement,  (ii)
it has  become  a party to the  applicable  Guaranty  either  by  execution  and
delivery of such Guaranty or by execution and delivery of a Joinder Agreement to
such Guaranty,  (iii) in the case of each Domestic  Permitted  Borrower (and any
Foreign Permitted  Borrower  incorporated under the laws of the United States of
America), it has become a party to the applicable Security Agreement and (iv) in
the case of each Permitted Borrower, the Company has encumbered and/or delivered
(or caused to be encumbered and/or delivered), as the case may be, pursuant to a
Pledge  Agreement  those shares of stock issued by such  Permitted  Borrower and
owned  (directly  or  indirectly)  by  the  Company  which  are  required  to be
encumbered  and/or delivered under the Prior Credit Agreement or Section 7.16 or
7.17 hereof, as applicable, and accompanied in each case by authority documents,
legal  opinions  and other  supporting  documents  as  required by Agent and the
Required Lenders hereunder;

                  (b) No  Subsidiary  which is a  Permitted  Borrower  as of the
Effective  Date nor any Foreign  Subsidiary  which becomes a Permitted  Borrower
after the  Effective  Date shall be entitled to request or maintain  (or, in the
case of any Eurocurrency-based  Advance, maintain beyond any applicable Interest
Period then in effect) an Advance of the  Revolving  Credit or the Swing Line or
the  issuance  of a  Letter  of  Credit  hereunder  if it  ceases  to be a  100%
Subsidiary of the Company. Notwithstanding the foregoing however Siliconix shall
be entitled to request (or maintain)  Advances of the  Revolving  Credit and the
Swing Line and the  issuance of Letters of Credit  hereunder so long as at least
80% of its common shares are owned directly or indirectly by the Company.

         2.2 Accrual of Interest and Maturity; Evidence of Indebtedness. (a) The
Company and each Permitted  Borrower hereby  unconditionally  promises to pay to
the Agent for the  account of each Lender the then  unpaid  principal  amount of
each Revolving  Credit Advance of such Lender on the Revolving  Credit  Maturity
Date and on such other dates and in such other  amounts as may be required  from
time to time pursuant to this Agreement.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts  evidencing  indebtedness  of the Company and each Permitted
Borrower to the  appropriate  lending office of such Lender  resulting from each
Revolving Credit Advance made by such lending office 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 under this Agreement.

         (c) The Agent shall maintain the Register  pursuant to Section 13.8(f),
and a subaccount  therein for each  Lender,  in which  Register and  subaccounts
(taken  together)  shall be  recorded  (i) the amount and  applicable  Permitted
Currency of each Revolving  Credit Advance made hereunder,  the type thereof and
each Interest  Period  applicable to any  Eurocurrency-based  Advance,  (ii) the
amount of any principal or interest due and payable or to become due and

                                      -31-

<PAGE>

payable from the Company or the applicable  Permitted Borrower,  as the case may
be, to each Lender  hereunder in respect of the  Revolving  Credit  Advances and
(iii)  both the  amount  of any sum  received  by the Agent  hereunder  from the
Company or the applicable  Permitted Borrower in respect of the Revolving Credit
Advances and each Lender's share  thereof.  (d) The entries made in the Register
and the accounts of each Lender maintained pursuant to paragraphs (b) and (c) of
this  Section  2.1 shall  absent  manifest  error,  to the extent  permitted  by
applicable  law,  be  conclusive  evidence of the  existence  and amounts of the
obligations  of the  Company  and  the  Permitted  Borrowers  therein  recorded;
provided,  however,  that the failure of any Lender or the Agent to maintain the
Register or any 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  Revolving  Credit  Advances  (and all other amounts owing
with respect  thereto)  made to the Company or such  Permitted  Borrower by such
Lender in accordance with the terms of this Agreement.

         (e) The Company agrees that, upon written request to the Administrative
Agent (with a copy to the  Company)  by any Lender,  the Company and each of the
Permitted  Borrowers will execute and deliver,  to such Lender, at the Company's
(or such Permitted  Borrower's) own expense,  a Revolving Credit Note of each of
the Company  and each of the  Permitted  Borrowers  evidencing  the  outstanding
Revolving Credit Advances owing to such Lender;  provided,  that the delivery of
such Revolving Credit Notes shall not be a condition  precedent to the Effective
Date.

         2.3 Requests for and Refundings and Conversions of Advances. Company or
a  Permitted  Borrower  (with the  countersignature  of Company  hereunder)  may
request an Advance of the Revolving Credit,  refund any such Advance in the same
type of Advance or convert any such  Advance to any other type of Advance of the
Revolving  Credit only after delivery to Agent of a Request for Revolving Credit
Advance  executed  by an  Authorized  Officer of  Company  or of such  Permitted
Borrower (with the  countersignature  of an Authorized  Officer of the Company),
subject to the following and to the remaining provisions hereof:

                  (a) each such Request for Revolving  Credit  Advance shall set
         forth the information  required on the Request for Advance form annexed
         hereto as Exhibit A-1, including without limitation:

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

                           (ii)     whether  such  Advance  is  a  refunding  or
                                    conversion of an outstanding Advance;

                                      -32-

<PAGE>

                           (iii)    whether such Advance is to be a  Prime-based
                                    Advance  or  a  Eurocurrency-based  Advance,
                                    and,  except  in the  case of a  Prime-based
                                    Advance,    the   first   Interest    Period
                                    applicable thereto; and

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

                  (b) each such Request for  Revolving  Credit  Advance shall be
         delivered to Agent by 12:00 noon (Detroit time) three (3) Business Days
         prior  to the  proposed  date  of  Advance,  except  in the  case  of a
         Prime-based  Advance,  for  which  the  Request  for  Advance  must  be
         delivered by 12:00 noon (Detroit time) on such proposed date;

         (c) on the  proposed  date of such  Advance,  the Dollar  Amount of the
         principal amount of such requested  Advance,  plus the Dollar Amount of
         the principal  amount of any other Advances of the Revolving Credit and
         of the Swing Line being  requested  on such  date,  plus the  principal
         amount of all other  Advances of the Revolving  Credit and of the Swing
         Line then outstanding hereunder, in each case whether to Company or 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), plus the
         aggregate  undrawn  portion  of any  Letters of Credit  which  shall be
         outstanding  as of the  date of the  requested  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), the aggregate face amount of Letters of Credit requested but
         not yet issued  (determined as aforesaid)  and the aggregate  amount of
         all  drawings  made  under any Letter of Credit for which the Agent has
         not received  full  reimbursement  from the  applicable  Account  Party
         (using the Current Dollar Equivalent  thereof for any Letters of Credit
         denominated  in  any  Alternative  Currency),   shall  not  exceed  the
         Revolving Credit Aggregate Commitment;  provided however,  that, in the
         case of any Advance of the Revolving  Credit being applied to refund an
         outstanding Swing Line Advance, the aggregate principal amount of Swing
         Line  Advances to be refunded  shall not be  included  for  purposes of
         calculating the limitation under this Section 2.3(c);

         (d) in the case of a Permitted  Borrower,  on the proposed date of such
         Advance,  the principal  amount of the Advance of the Revolving  Credit
         being  requested by such Permitted  Borrower  (determined and tested as
         aforesaid),  plus the  principal  amount of any other  Advances  of the
         Revolving  Credit  and  of the  Swing  Line  being  requested  by  such
         Permitted Borrower on such date, plus the principal amount of any other
         Advances  of the  Revolving  Credit and all  Advances of the Swing Line
         then outstanding to such Permitted  Borrower  hereunder  (determined as
         aforesaid),  plus the  undrawn  portion of any

                                      -33-

<PAGE>

         Letter  of  Credit  which  shall be  outstanding  as of the date of the
         requested Advance for the account of such Permitted Borrower,  plus the
         aggregate face amount of Letters of Credit requested but not yet issued
         for the account of such Permitted  Borrower (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;

         (e) 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 $10,000,000;

         (f) in the case of a  Eurocurrency-based  Advance, the principal amount
         of such Advance,  plus the amount of any other  outstanding  Advance of
         the  Revolving  Credit to be then  combined  therewith  having the same
         Applicable Interest Rate and Interest Period, if any, shall be at least
         Fifteen Million Dollars  ($15,000,000) or the equivalent  thereof in an
         Alternative  Currency  (or a larger  integral  multiple  of One Million
         Dollars  ($1,000,000),  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 to Company,  ten (10)  Applicable  Interest
         Rates and  Interest  Periods,  and (y) for  Advances to each  Permitted
         Borrower five (5) Applicable  Interest  Rates and Interest  Periods for
         each such currency;

         (g) a Request for Revolving  Credit  Advance,  once delivered to Agent,
         shall not be revocable by Company or the Permitted Borrowers;

         (h) each  Request for  Revolving  Credit  Advance  shall  constitute  a
         certification by the Company and the applicable Permitted Borrower,  if
         any, as of the date thereof that:

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

                           (ii)     all  conditions to Advances of the Revolving
                                    Credit have been satisfied, and shall remain
                                    satisfied to the date of such Advance  (both
                                    before  and  after  giving  effect  to  such
                                    Advance);

                                      -34-

<PAGE>

                           (iii)    there is no  Default  or Event of Default in
                                    existence,  and  none  will  exist  upon the
                                    making  of such  Advance  (both  before  and
                                    after giving effect to such Advance);

                           (iv)     the representations and warranties contained
                                    in  this   Agreement   and  the  other  Loan
                                    Documents   are  true  and  correct  in  all
                                    material  respects  and  shall  be true  and
                                    correct in all  material  respects as of the
                                    making  of such  Advance  (both  before  and
                                    after giving effect to such Advance); and

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

         Agent, acting on behalf of the Lenders,  may, at its option, lend under
         this Section 2 upon the telephone  request of an Authorized  Officer of
         Company or a  Permitted  Borrower  and, in the event  Agent,  acting on
         behalf of the Lenders, makes any such Advance upon a telephone request,
         the  requesting  officer  shall fax to  Agent,  on the same day as such
         telephone  request,  a  Request  for  Advance.  Company  and  Permitted
         Borrowers  hereby  authorize  Agent to  disburse  Advances  under  this
         Section  2.3  pursuant  to the  telephone  instructions  of any  person
         purporting  to be a  person  identified  by name on a  written  list of
         persons  authorized  by the Company and delivered to Agent prior to the
         date of such  request  to make  Requests  for  Advance on behalf of the
         Company and the Permitted Borrowers. Notwithstanding the foregoing, the
         Company and each Permitted  Borrower  acknowledge that Company and each
         such  Permitted  Borrower  shall bear all risk of loss  resulting  from
         disbursements made upon any telephone  request.  Each telephone request
         for an Advance  shall  constitute  a  certification  of the matters set
         forth in the Request for Revolving  Credit  Advance form as of the date
         of such requested Advance.

         2.4      Disbursement of Advances.

         (a) Upon  receiving  any  Request for  Revolving  Credit  Advance  from
         Company or a Permitted  Borrower under Section 2.3 hereof,  Agent shall
         promptly notify each Lender by wire,  telex or telephone  (confirmed by
         wire,  telecopy or telex) of the amount and currency of such Advance to
         be made and the date such Advance is to be made by said Lender pursuant
         to its Percentage of such Advance.  Unless such Lender's  commitment to
         make  Advances  of the  Revolving  Credit  hereunder  shall  have  been
         suspended or terminated in accordance  with this  Agreement,  each such
         Lender  shall  make  available  the  amount of its  Percentage  of each
         Advance in immediately  available funds in the currency of such Advance
         to Agent, as follows:

                                      -35-

<PAGE>

                           (i)      for  Domestic  Advances,  at the  office  of
                                    Agent   located  at  One   Detroit   Center,
                                    Detroit, Michigan 48226, not later than 3:00
                                    p.m.  (Detroit  time)  on the  date  of such
                                    Advance; and

                           (ii)     for  Eurocurrency-based   Advances,  at  the
                                    Agent's Correspondent for the account of the
                                    Eurocurrency  Lending  Office of the  Agent,
                                    not  later  than  12 noon  (the  time of the
                                    Agent's  Correspondent)  on the date of such
                                    Advance.

         (b) Subject to submission of an executed  Request for Revolving  Credit
         Advance by Company or a Permitted  Borrower (with the  countersignature
         of the Company as aforesaid) without exceptions noted in the compliance
         certification  therein, Agent shall make available to Company or to the
         applicable Permitted Borrower, as the case may be, the aggregate of the
         amounts  so  received  by  it  from  the  Lenders  in  like  funds  and
         currencies:

                           (i)      for Domestic  Advances,  not later than 4:00
                                    p.m.  (Detroit  time)  on the  date  of such
                                    Advance  by credit to an  account of Company
                                    or such Permitted  Borrower  maintained with
                                    Agent  or to such  other  account  or  third
                                    party as Company or such Permitted  Borrower
                                    may reasonably direct; and

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

         (c) Agent shall deliver the documents and papers received by it for the
         account of each Lender to such Lender or upon its order.  Unless  Agent
         shall  have  been  notified  by any  Lender  prior  to the  date of any
         proposed  Advance that such Lender does not intend to make available to
         Agent such Lender's  Percentage of such Advance,  Agent may assume that
         such Lender has made such amount available to Agent on such date and in
         such currency,  as aforesaid and may, in reliance upon such assumption,
         make available to Company or to the applicable  Permitted Borrower,  as
         the case may be, a corresponding  amount. If such amount is not in fact
         made  available to Agent by such Lender,  as aforesaid,  Agent shall be
         entitled to recover  such amount on demand  from such  Lender.  If such
         Lender does not pay such amount forthwith upon Agent's demand therefor,
         the

                                      -36-

<PAGE>

         Agent shall  promptly  notify  Company,  and Company or the  applicable
         Permitted  Borrower shall pay such amount to Agent. Agent shall also be
         entitled  to recover  from such  Lender or  Company  or the  applicable
         Permitted  Borrower,  as the  case  may be,  but  without  duplication,
         interest  on such  amount  in  respect  of each day from the date  such
         amount  was  made  available  by  Agent to  Company  or such  Permitted
         Borrower,  as the case may be, to the date such amount is  recovered by
         Agent, at a rate per annum equal to:

                           (i)      in the case of such  Lender,  for the  first
                                    two (2)  Business  Days such amount  remains
                                    unpaid,  with respect to Domestic  Advances,
                                    the Federal Funds  Effective  Rate, and with
                                    respect  to   Eurocurrency-based   Advances,
                                    Agent's  aggregate  marginal cost (including
                                    the  cost  of   maintaining   any   required
                                    reserves  or  deposit  insurance  and of any
                                    fees, penalties,  overdraft charges or other
                                    costs  or  expenses  incurred  by Agent as a
                                    result  of such  failure  to  deliver  funds
                                    hereunder)   of  carrying  such  amount  and
                                    thereafter,  at the  rate of  interest  then
                                    applicable   to   such   Revolving    Credit
                                    Advances; and

                           (ii)     in the  case of  Company  or such  Permitted
                                    Borrower,   the   rate  of   interest   then
                                    applicable  to such Advance of the Revolving
                                    Credit.

         The  obligation  of any  Lender to make any  Advance  of the  Revolving
         Credit  hereunder  shall not be  affected  by the  failure of any other
         Lender to make any  Advance  hereunder,  and no Lender  shall  have any
         liability  to the Company or any of its  Subsidiaries,  the Agent,  any
         other Lender,  or any other party for another  Lender's failure to make
         any loan or Advance hereunder.

         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

                                      -37-

<PAGE>

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 day of
the Interest Period applicable thereto (if any).

         The Company  agrees that,  upon the written  request of Swing Line Bank
(with a copy to the Company),  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 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:

                                      -38-

<PAGE>

                  (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
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

                                      -39-

<PAGE>

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;

                  (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 (x) for each  Advance in Dollars,  by 2:00 p.m.
(Detroit  time) on the proposed  date of the Advance and (y) for each Advance in
any  Alternative  Currency,  by 12:00 noon (Detroit  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);

                                      -40-

<PAGE>

         (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.

Swing  Line Bank  shall  promptly  deliver  to Agent by  telecopy  a copy of any
Request for Advance received hereunder.

                  (d) Disbursement of Swing Line Advances. Subject to 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 4:00 p.m. (Detroit time) on the date of such Advance by credit to
an account of Company or the applicable Permitted Borrower maintained with Agent
or to such other account or third party as Company or the Permitted Borrower may
reasonably direct in writing; and

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

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

                                      -41-

<PAGE>

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

                           (i) The Agent,  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  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 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 Agent 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 immediately  applied to repay
the Refunded  Swing Line Advances in accordance  with the  provisions of Section
10.1 hereof.

                                      -42-

<PAGE>

                           (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 Advance. Each Lender within the time periods specified in Section 2.5(e)(i)
hereof, as applicable,  shall immediately  transfer to the Agent, in immediately
available funds in the applicable Permitted Currency of such Swing Line Advance,
the amount of its  participation and upon receipt thereof the Agent 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 the amount
required  pursuant  to clause (i) or (ii)  above,  as the case may be, the Agent
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.

         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 by the Swing Line Bank, the Agent had obtained actual  knowledge that an
Event of Default had occurred  and was  continuing;  provided,  however that the
obligation  of the  Lenders  to make such  Revolving  Credit

                                      -43-

<PAGE>

Advances  shall be  reinstated  upon the date of which such Event of Default has
been waived by the Required Lenders or all Lenders, as applicable.

         2.6 Prime-based  Interest  Payments.  Interest on the unpaid balance of
all  Prime-based  Advances of the  Revolving  Credit and all Swing Line Advances
carried at the Prime-based Rate from time to time outstanding  shall accrue from
the date of such Advance to the Revolving Credit Maturity Date (and until paid),
at a per annum interest rate equal to the Prime-based Rate, and shall be payable
in  immediately  available  funds  (a)  with  respect  to Swing  Line  Advances,
quarterly  commencing on the first day of the calendar  quarter next  succeeding
the calendar  quarter during which the initial Swing Line Advance is made and on
the first day of each  calendar  quarter  thereafter,  and (b) with  respect  to
Advances of the Revolving Credit,  quarterly  commencing on the first day of the
calendar  quarter next  succeeding  the calendar  month during which the initial
Advance of the  Revolving  Credit is made and on the first day of each  calendar
quarter thereafter.  Interest accruing at the Prime-based Rate shall be computed
on the  basis of a 360 day year  and  assessed  for the  actual  number  of days
elapsed,  and in such  computation  effect  shall be given to any  change in the
interest rate  resulting  from a change in the  Prime-based  Rate on the date of
such change in the Prime-based Rate.

         2.7  Eurocurrency-based  Interest  Payments  and Quoted  Rate  Interest
Payments.

         (a) Interest on each Eurocurrency-based Advance of the Revolving Credit
and all Swing Line Advances carried at the Eurocurrency-based  Rate shall accrue
at its Applicable  Interest Rate and shall be payable in  immediately  available
funds on the last day of the Interest  Period  applicable  thereto  (and, if any
Interest Period shall exceed three months,  then on the last Business Day of the
third month of such Interest Period,  and at three month intervals  thereafter).
Interest accruing at the Eurocurrency-based  Rate shall be computed on the basis
of a 360 day year (except that any such  Advances  made in Sterling or any other
Alternative  Currency with respect to which  applicable  law or market custom so
requires shall be calculated  based on a 365 day year, or as otherwise  required
under  applicable  law or market  custom) and assessed for the actual  number of
days elapsed from the first day of the Interest Period applicable thereto to but
not including the last day thereof. Interest due on a Eurocurrency-based Advance
made in an Alternative Currency shall be paid in such Alternative Currency.

         (b) Interest on each Quoted Rate Advance of the Swing Line shall accrue
at its Quoted Rate and shall be payable in  immediately  available  funds on the
last day of the Interest Period  applicable  thereto.  Interest  accruing at the
Quoted Rate shall be computed  on the basis of a 360 day year  (except  that any
such Advances made in any Alternative  Currency with respect to which applicable
law or market custom so requires shall be calculated based on a 365 day year, or
as otherwise  required  under  applicable law or market custom) and assessed for
the actual

                                      -44-

<PAGE>

number of days  elapsed  from the first day of the  Interest  Period  applicable
thereto to, but not including the last day thereof.

         (c) If the basis of  accrual  of  interest  or fees  expressed  in this
Agreement with respect to the National  Currency Unit of a Participating  Member
State  shall be  inconsistent  with any  convention  or  practice  in the London
interbank market or other applicable  interbank  market, as the case may be, for
the basis of  accrual  of  interest  or fees  with  respect  to the  Euro,  such
convention or practice shall replace such expressed  basis,  effective as of and
from the date on which  such  country  becomes  a  Participating  Member  State;
provided that if any Eurocurrency-based  Advance in the currency of such country
is  outstanding  immediately  prior to such date,  such  replacement  shall take
effect,  with respect to such Advance,  at the end of the then current  Interest
Period.

         2.8 Interest Payments on Conversions.  Notwithstanding  anything to the
contrary in the  preceding  sections,  all  accrued  and unpaid  interest on any
Advance  converted  pursuant to Section  2.3 hereof  shall be due and payable in
full on the date such Advance is converted.

         2.9  Interest  on  Default.  In the  event  and so long as any Event of
Default under Section  9.1(a) or 9.1(b) shall exist,  interest  shall be payable
daily on all  Eurocurrency-based  Advances of the Revolving  Credit,  Swing Line
Advances  carried at the  Eurocurrency-based  Rate and Quoted Rate Advances from
time to time  outstanding at a per annum rate equal to the  Applicable  Interest
Rate plus three  percent (3%) for the  remainder of the then  existing  Interest
Period,  if any,  and at all other  such  times,  with  respect  to  Prime-based
Advances  from  time to time  outstanding,  at a per  annum  rate  equal  to the
Prime-based   Rate   plus   three   percent   (3%),   and,   with   respect   to
Eurocurrency-based  Advances  thereof in any  Alternative  Currency from time to
time  outstanding,  (i) at a per  annum  rate  calculated  by the  Agent,  whose
determination shall be conclusive absent manifest error, on a daily basis, equal
to three  percent  (3%) above the  interest  rate per annum at which one (1) day
deposits (or, if such amount due remains unpaid for more than three (3) Business
Days,  then for such other  period of time as the Agent may elect which shall in
no event be longer  than six (6)  months) in the  relevant  eurocurrency  in the
amount of such  overdue  payment  due to the Agent are  offered  by the  Agent's
Eurocurrency  Lending  Office for the applicable  period  determined as provided
above, or (ii) if at any such time such deposits are not offered by Eurocurrency
Lending  Office,  then at a rate per annum equal to three percent (3%) above the
rate  determined by the Agent to be its aggregate  marginal cost  (including the
cost of maintaining any required reserves or deposit  insurance) of carrying the
amount of such Eurocurrency-based Advance.

         2.10 Prepayment.  (a) Company or the Permitted Borrowers may prepay all
or  part  of the  outstanding  balance  of  any  Prime-based  Advance(s)  of the
Revolving Credit at any time, provided that the amount of any partial prepayment
shall be at least One Million Dollars

                                      -45-

<PAGE>

($1,000,000)  and,  after  giving  effect to any such  partial  prepayment,  the
aggregate  balance of Prime-based  Advance(s) of the Revolving  Credit remaining
outstanding,  if any,  shall  be at least  Five  Million  Dollars  ($5,000,000).
Subject to Section 11.1 hereof,  Company or the  Permitted  Borrowers may prepay
all or part of any Eurocurrency-based  Advance (subject to not less than two (2)
Business  Days'  notice to Agent)  provided  that the amount of any such partial
prepayment  shall be at least One Million Dollars  ($1,000,000),  or the Current
Dollar Equivalent thereof in an Alternative  Currency,  and, after giving effect
to any such partial  prepayment,  the unpaid  portion of such  Advance  which is
refunded or converted under Section 2.3 hereof shall be at least Fifteen Million
Dollars ($15,000,000) or the Current Dollar Equivalent thereof in an Alternative
Currency.

                  (b) Company may prepay all or part of the outstanding  balance
of any Swing Line Advance carried at the Prime-based Rate at any time,  provided
that the amount of any partial prepayment shall be at least Twenty Five Thousand
Dollars ($25,000) and, after giving effect to any such partial  prepayment,  the
aggregate  balance of such Swing Line Advances  remaining  outstanding,  if any,
shall be at least One Hundred  Thousand Dollars  ($100,000).  Subject to Section
11.1 hereof,  Company may prepay all or part of any Swing Line Advances  carried
at the Eurocurrency-based  Rate or Quoted Rate (subject to not less than two (2)
Business  Days' notice to Swing Line Bank and Agent) only on the last day of the
Interest Period  therefor,  provided that the amount of any such partial payment
shall be at least Twenty Five Thousand Dollars ($25,000), after giving effect of
any such partial  prepayment,  and the unpaid  portion of such Advance  which is
refunded or converted  under Section 2.5(c) hereof shall be at least Two Hundred
Fifty Thousand Dollars ($250,000).

                  (c) Any prepayment  made in accordance with this Section shall
be subject to Section 11.1 hereof,  but otherwise  without  premium,  penalty or
prejudice to the right to readvance under the terms of this Agreement.

         2.11  Determination,  Denomination  and  Redenomination  of Alternative
Currency Advances . Whenever, pursuant to any provision of this Agreement:

                  (a) an Advance of the Revolving Credit or a Swing Line Advance
is initially  funded, as opposed to any refunding or conversion  thereof,  in an
Alternative Currency, the amount to be advanced hereunder will be the equivalent
in such Alternative Currency of the Dollar Amount of such Advance;

                  (b) an  existing  Advance of the  Revolving  Credit or a Swing
Line Advance denominated in an Alternative Currency is to be refunded,  in whole
or in part, with an Advance  denominated in the same Alternative  Currency,  the
amount of the new Advance  shall be continued  in the amount of the  Alternative
Currency so refunded;

                                      -46-

<PAGE>

                  (c) an existing Advance of the Revolving Credit denominated in
an Alternative  Currency is to be converted,  in whole or in part, to an Advance
denominated in another Alternative Currency, the amount of the new Advance shall
be that  amount of the  Alternative  Currency  of the new  Advance  which may be
purchased, using the most favorable spot exchange rate determined by Agent to be
available to it for the sale of Dollars for such other  Alternative  Currency at
approximately  11:00 a.m. (Detroit time) two (2) Business Days prior to the last
day of the Eurocurrency Interest Period applicable to the existing Advance, with
the Dollar Amount of the existing  Advance,  or portion thereof being converted;
and

                  (d) an existing Advance of the Revolving Credit denominated in
an Alternative  Currency is to be converted,  in whole or in part, to an Advance
denominated in Dollars, the amount of the new Advance shall be the Dollar Amount
of the existing  Advance,  or portion  thereof being  converted  (determined  as
aforesaid).

         2.12  Prime-based  Advance in Absence of Election or Upon Default.  If,
(a) as to any outstanding Eurocurrency-based Advance of the Revolving Credit, or
any Swing Line Advance  carried at the  Eurocurrency-based  Rate,  Agent has not
received  payment of all outstanding  principal and accrued interest on the last
day of the  Interest  Period  applicable  thereto,  or does not receive a timely
Request for Advance  meeting the  requirements  of Section 2.3 or 2.5(c)  hereof
with  respect to the  refunding or  conversion  of such  Advance,  or (b) if any
Advance  denominated  in an  Alternative  Currency or any deemed  Advance  under
Section  3.6  hereof  in  respect  of a  Letter  of  Credit  denominated  in  an
Alternative  Currency  cannot be refunded  or made,  as the case may be, in such
Alternative Currency by virtue of Section 11.3 hereof, or (c) subject to Section
2.9 hereof,  if on such day a Default or an Event of Default shall have occurred
and be continuing,  then the principal  amount thereof which is not then prepaid
in the case of a Eurocurrency-based Advance shall, absent a contrary election of
the Required Lenders,  be converted  automatically to a Prime-based  Advance and
the  Agent  shall  thereafter  promptly  notify  Company  of said  action.  If a
Eurocurrency-based  Advance  converted  hereunder  is payable in an  Alternative
Currency,  the  Prime-based  Advance  shall be in an amount  equal to the Dollar
Amount  of such  Eurocurrency-based  Advance  at such time and the Agent and the
Lenders shall use said  Prime-based  Advance to fund payment of the  Alternative
Currency  obligation,  all subject to the provisions of Section 2.14 hereof. The
Company and the Permitted  Borrowers,  if applicable,  shall reimburse the Agent
and the  Lenders  on demand  for any costs  incurred  by the Agent or any of the
Lenders,  as applicable,  resulting from the conversion pursuant to this Section
2.12 of  Eurocurrency-based  Advances  payable  in an  Alternative  Currency  to
Prime-based Advances.

         2.13  Revolving  Credit  Facility Fee.  From the Effective  Date to the
Revolving  Credit  Maturity  Date,  the  Company  shall  pay to the  Agent,  for
distribution  to the Lenders (as set forth

                                      -47-

<PAGE>

below), a Revolving Credit Facility Fee determined by multiplying the Applicable
Fee Percentage per annum times the Revolving  Credit  Aggregate  Commitment then
applicable  under  Section 2.15 hereof  (whether  used or unused)  computed on a
daily basis.  The Revolving  Credit  Facility Fee shall be payable  quarterly in
arrears  commencing  April 1, 1998 (in respect of the prior calendar  quarter or
portion thereof),  and on the first day of each calendar quarter  thereafter 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 Revolving Credit Facility Fee shall be
due on a day which is not a Business Day, the date for payment  thereof shall be
extended to the next Business Day. Upon receipt of such payment Agent shall make
prompt payment to each Lender of its share of the Revolving  Credit Facility Fee
based upon its respective Percentage.

         2.14     Currency Appreciation; Mandatory Reduction of Indebtedness.

         (a) Revolving Credit Aggregate  Commitment.  If at any time and for any
reason,  the aggregate  principal amount of all Advances of the Revolving Credit
hereunder to the Company and to the Permitted  Borrowers made in Dollars and the
aggregate  Current  Dollar  Equivalent of all Advances of the  Revolving  Credit
outstanding  hereunder  to the Company  and to the  Permitted  Borrowers  in any
Alternative  Currency as of such time,  plus the aggregate  principal  amount of
Swing  Line  Advances  outstanding  hereunder  as of such  time  (determined  as
aforesaid),  plus the aggregate  undrawn  portion of any Letters of Credit which
shall be outstanding  (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 face amount of all Letters of Credit  requested but not yet
issued  (determined as  aforesaid),  plus the  unreimbursed  amount of any draws
under any Letters of Credit (using the Current Dollar Equivalent thereof for any
Letters of Credit  denominated  in any  Alternative  Currency),  as of such time
exceeds the Revolving Credit  Aggregate  Commitment (as used in this clause (a),
the "Excess"), the Company and the Permitted Borrowers shall:

         (i) immediately repay that portion of such Indebtedness then carried as
         a  Prime-based  Advance,  if any, by the Dollar  Amount of such Excess,
         and/or reduce any pending request for an Advance in Dollars on such day
         by the Dollar Amount of the Excess, to the extent thereof; and

         (ii) on the last day of each Interest Period of any  Eurocurrency-based
         Advance outstanding as of such time, until the necessary  reductions of
         Indebtedness under this Section 2.14(a) have been fully made, repay the
         Indebtedness  carried in such  Advances  and/or reduce any requests for
         refunding or conversion of such Advances submitted (or to be submitted)
         by the Company or the applicable  Permitted Borrower in respect of such

                                      -48-

<PAGE>

         Advances,  by the  amount  in  Dollars  or the  applicable  Alternative
         Currency, as the case may be, of the Excess, to the extent thereof.

Compliance  with this Section  2.14(a) shall be tested on a daily or other basis
satisfactory  to Agent  in its sole  discretion,  provided  that,  so long as no
Default or Event of Default has  occurred and is  continuing,  at any time while
the  aggregate  Advances  of  the  Revolving  Credit  available  to be  borrowed
hereunder (based on the Revolving  Credit  Aggregate  Commitment then in effect)
equal or  exceed  Fifty  Million  Dollars  ($50,000,000),  compliance  with this
Section  2.14(a)  shall be tested as of the last day of each  calendar  quarter.
Notwithstanding the foregoing, upon the occurrence and during the continuance of
any Default or Event of Default,  or if any Excess  remains after  recalculating
said Excess based on ninety-five  percent (95%) of the Current Dollar Equivalent
of any Advances or Letters of Credit denominated in Alternative  Currencies (and
one hundred  percent (100%) of any Advances or Letters of Credit  denominated in
Dollars),  Company and the Permitted Borrowers shall be obligated immediately to
reduce the foregoing Indebtedness hereunder by an amount sufficient to eliminate
such Excess.

         (b) Permitted Borrower Sublimit. If at any time and for any reason with
respect to any Permitted Borrower, the aggregate principal amount (tested in the
manner set forth in clause (a) above) of all  Advances of the  Revolving  Credit
and of the Swing Line outstanding hereunder to such Permitted Borrower, plus the
aggregate undrawn portion of any Letters of Credit,  plus the face amount of any
Letters of Credit requested but not yet issued,  plus the unreimbursed amount of
any drawings under any Letters of Credit to or for the account of such Permitted
Borrower  (tested in the manner set forth in clause (a) above),  which  Advances
and  Letters of Credit are made or issued,  or to be made or issued,  in Dollars
and ninety percent (90%) of the aggregate  Current Dollar Equivalent of all such
Advances and Letters of Credit (including  unreimbursed draws) hereunder for the
account of such Permitted Borrower in any Alternative  Currency as of such time,
exceeds the applicable  Permitted Borrower Sublimit (as used in this clause (b),
the "Excess"), then in each case, such Permitted Borrower shall

         (i) immediately  repay that portion of the Indebtedness  outstanding to
         such Permitted Borrower then carried as a Prime-based  Advance, if any,
         by the  Dollar  Amount of such  Excess,  and/or  reduce on such day any
         pending  request for an Advance in Dollars  submitted by such Permitted
         Borrower by the Dollar  Amount of such Excess,  to the extent  thereof;
         and

         (ii) on the last day of each Interest Period of any  Eurocurrency-based
         Advance  outstanding to such Permitted  Borrower as of such time, until
         the necessary  reductions of  Indebtedness  under this Section  2.14(b)
         have been fully made, repay such Indebtedness  carried in such Advances
         and/or reduce any requests for refunding or conversion of such Advances
         submitted (or to be submitted) by such Permitted Borrower in respect of
         such

                                      -49-

<PAGE>

         Advances,  by the  amount  in  Dollars  or the  applicable  Alternative
         Currency, as the case may be, of such Excess, to the extent thereof.

Provided  that no Default or Event of Default has  occurred  and is  continuing,
each Permitted  Borrower's  compliance with this Section 2.14(b) shall be tested
as of the last day of each calendar  quarter or, upon the written request of the
Company from time to time, as of the last day of each calendar  month,  provided
the Company furnishes Agent with current monthly financial  statements complying
with the requirements set forth in subparagraphs  (i) and (ii) of Section 7.3(c)
hereof.  Upon the occurrence and during the  continuance of any Default or Event
of Default,  compliance  with this Section 2.14(b) shall be tested on a daily or
other basis satisfactory to Agent in its sole discretion.

         2.15 Optional  Reduction or Termination of Revolving  Credit  Aggregate
Commitment.  Provided  that no Default or Event of Default has  occurred  and is
continuing,  the Company  may upon at least five  Business  Days' prior  written
notice  to  the  Agent,   permanently  reduce  the  Revolving  Credit  Aggregate
Commitment in whole at any time, or in part from time to time,  without  premium
or penalty,  provided that: (i) each partial  reduction of the Revolving  Credit
Aggregate  Commitment  shall be in an aggregate  amount equal to Twenty  Million
Dollars  ($20,000,000)  or a larger  integral  multiple of One  Million  Dollars
($1,000,000);  (ii) each  reduction  shall be  accompanied by the payment of the
Revolving  Credit  Facility Fee, if any,  accrued to the date of such reduction;
(iii) the Company or any  Permitted  Borrower,  as  applicable,  shall prepay in
accordance  with the terms  hereof the amount,  if any,  by which the  aggregate
unpaid principal amount of Advances (using the Current Dollar  Equivalent of any
such Advance  outstanding in any Alternative  Currency) of the Revolving Credit,
plus the aggregate principal amount of Swing Line Advances outstanding hereunder
(using the Current  Dollar  Equivalent  of any such  Advance  outstanding  in an
Alternative Currency),  plus the aggregate undrawn amount of outstanding Letters
of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit
denominated in any Alternative  Currency),  plus the unreimbursed  amount of any
draws under any Letters of Credit (determined as aforesaid),  exceeds the amount
of the  Revolving  Credit  Aggregate  Commitment  as so reduced,  together  with
interest thereon to the date of prepayment; (iv) if the termination or reduction
of the  Revolving  Credit  Aggregate  Commitment  requires the  prepayment  of a
Eurocurrency-based  Advance  or  a  Quoted  Rate  Advance,  the  termination  or
reduction may be made only on the last Business Day of the then current Interest
Period  applicable  to  such  Eurocurrency-based  Advance  or such  Quoted  Rate
Advance;  and (v) no  reduction  shall  reduce the  Revolving  Credit  Aggregate
Commitment to an amount which is less than the aggregate  undrawn  amount of any
Letters of Credit  outstanding at such time.  Reductions of the Revolving Credit
Aggregate  Commitment  and  any  accompanying  prepayments  of  Advances  of the
Revolving Credit shall be distributed by Agent to each Lender in accordance with
such Lender's Percentage thereof, and will not be available for reinstatement by
or  readvance to the Company or any  Permitted  Borrower,  and any  accompanying

                                      -50-

<PAGE>

prepayments  of Advances of the Swing Line shall be  distributed by Agent to the
Swing Line Bank and will not be available for  reinstatement  by or readvance to
the  Company.  Any  reductions  of the  Revolving  Credit  Aggregate  Commitment
hereunder shall reduce each Lender's portion thereof  proportionately  (based on
the  applicable  Percentages),  and  shall be  permanent  and  irrevocable.  Any
payments made  pursuant to this Section  shall be applied  first to  outstanding
Prime-based  Advances  under the Revolving  Credit,  next to Swing Line Advances
carried at the  Prime-based  Rate,  next to  Eurocurrency-based  Advances of the
Revolving   Credit   and   then  to  Swing   Line   Advances   carried   at  the
Eurocurrency-based Rate or the Quoted Rate.

         2.16 Extensions of Revolving Credit Maturity Date. (a) Provided that no
Default or Event of Default has  occurred  and is  continuing,  Company  may, by
written notice to Agent and each Lender (which notice shall be  irrevocable  and
which shall not be deemed effective  unless actually  received by Agent and each
Lender) prior to May 18th,  but not before April 18th, of each year beginning in
2000,  request  that the Lenders  extend the then  applicable  Revolving  Credit
Maturity  Date to a date  that is one  year  later  than  the  Revolving  Credit
Maturity Date then in effect (each such request, a "Request").

         (b) Each Lender  shall,  within 30 days of receipt of any such request,
notify the Agent in writing whether such Lender consents to the extension of the
Revolving  Credit  Maturity Date,  such consent to be in the sole  discretion of
such Lender.  If any Lender does not so notify the Agent of its decision  within
such 30 day period,  such Lender  shall be deemed to have not  consented to such
request of the Borrower.

         (c) The Agent shall  promptly  notify the  Company  whether the Lenders
have  consented  to such  request.  If the Agent does not so notify the  Company
within 30 days of the Agent's receipt such Request, the Agent shall be deemed to
have  notified the Company that the Lenders have not  consented to the Company's
request.

         (d) Each  Lender  which  elects  not to  extend  the  Revolving  Credit
Maturity Date or fails to so notify the Agent of such consent (a "Non-Consenting
Lender")  hereby  agrees  that if any  other  Lender  or  financial  institution
acceptable to the Company and the Agents offers to purchase such  Non-Consenting
Lender's Percentage of the Revolving Credit Aggregate Commitment within 180 days
after  receipt of the related  Request for a purchase  price equal to the sum of
all  amounts  then  owing  with  respect  to  the   outstanding   Advances  (and
participations  in any Swing Line  Advances  or any  Letters of Credit)  and all
other  amounts  accrued  for the  account of such  Non-Consenting  Lender,  such
Non-Consenting  Lender will promptly assign, sell and transfer all of its right,
title,  interest and  obligations  with  respect to the  foregoing to such other
Lender or financial  institution  pursuant to and on the terms  specified in the
form of Assignment Agreement attached hereto as Exhibit E. Before assigning to a
financial  institution  other than a Lender  pursuant to this  clause (d),  each
Lender  that has  elected  to  extend  the

                                      -51-

<PAGE>

Revolving Credit Maturity Date (a "Consenting Lender") shall have the right, but
not any obligation,  pro rata with all other  Consenting  Lenders which elect to
purchase  a pro rata share of such  non-consenting  Lender's  Percentage  of the
Revolving Credit Aggregate Commitment (and participations in Swing Line Advances
and Letters of Credit) to purchase each such Non-Consenting  Lender's Percentage
thereof  pursuant to this  clause (d).  The  Consenting  Lenders  which elect to
exercise their purchase options  hereunder shall by mutual  agreement  determine
the amount of each  Non-Consenting  Lender's  Percentage of the Revolving Credit
Aggregate Commitment being purchased by each Consenting Lender, provided that if
there is any dispute among the  Consenting  Lenders such purchase shall be based
upon a pro rata sharing of each Non-Consenting Lender's Percentage thereof. Only
if  the  Consenting   Lenders  have  determined  not  to  purchase  all  of  the
Non-Consenting  Lender's  Revolving  Credit  Aggregate  Commitment may financial
institutions  other than a Consenting  Lender then purchase such  Non-Consenting
Lender's Revolving Credit Aggregate Commitment.

         (e) Except as set forth in  subparagraph  (f)  hereof,  notwithstanding
anything herein to the contrary,  the Revolving Credit Maturity Date will not be
extended unless all Lenders have consented to the extension or if another Lender
or  financial  institution  has  purchased  each  such  Non-Consenting  Lender's
Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above.

         (f) In the event,  after giving effect to any assignments to Consenting
Lenders  under  Section  2.16(d)  hereof or otherwise,  Lenders  holding  eighty
percent (80%) or more of the  Percentages  (the  "Approving  Percentages")  have
consented to an extension of the Revolving Credit Maturity Date hereunder,  such
extension shall become effective,  notwithstanding  that all of the Lenders have
failed to approve such  extension in accordance  with this Section 2.16, so long
as Company,  within forty five (45) days, reduces the Revolving Credit Aggregate
Commitment  to  an  amount  not  greater  than  the  product  of  the  Approving
Percentages  times the Revolving Credit Aggregate  Commitment then in effect and
repays the Indebtedness then outstanding hereunder (and, if necessary causes any
outstanding Letters of Credit to be terminated or discharged) to the extent such
Indebtedness  exceeds the Revolving Credit  Aggregate  Commitment as so reduced,
such that the entire  Indebtedness  outstanding  to the  Non-Consenting  Lenders
shall have been paid and discharged in full.  Reductions of the Revolving Credit
Aggregate Commitment made under this Section 2.16 (f) may be made without regard
to the notice  provisions set forth in Section 2.15 hereof,  but shall otherwise
comply with said  Section  2.15,  except that any amounts  repaid by the Company
against  the  Indebtedness  pursuant  to this  subparagraph  (f)  shall be first
applied to the  Indebtedness  outstanding  to the  Non-Consenting  Lenders still
holding Indebtedness  hereunder at such time, with any remaining amounts applied
in  accordance  with  Section  2.15  hereof  and  the  Percentages  held by such
Non-Consenting  Lenders shall be reallocated to the Consenting  Lenders  (giving
effect to any  assignments,  as aforesaid),  pro rata,  based on the Percentages
then in effect and Agent shall

                                      -52-

<PAGE>

distribute  to the  remaining  Lenders a revised  Schedule 1.1  reflecting  such
reallocated Percentages.

         2.17  Application  of  Advances  .  Advances  of the  Revolving  Credit
(including Swing Line Advances) shall be available, subject to the terms hereof,
to fund  working  capital  needs,  or other  general  corporate  purposes of the
Company and the Permitted Borrowers.

         3.   LETTERS OF CREDIT.

         3.1  Letters of Credit . Subject  to the terms and  conditions  of this
Agreement,  Agent shall through the Issuing Office, at any time and from time to
time  from and  after  the date  hereof  until  thirty  (30)  days  prior to the
Revolving  Credit  Maturity  Date,  upon  the  written  request  of  an  Account
Party(ies)  accompanied by a duly executed  Letter of Credit  Agreement and such
other  documentation  related to the requested Letter of Credit as the Agent may
require, issue Letters of Credit for the account of such Account Party(ies),  in
an aggregate  amount for all Letters of Credit issued  hereunder at any one time
outstanding  not to exceed the Letter of Credit Maximum  Amount.  Each Letter of
Credit  shall be in a minimum  face  amount  of Five  Hundred  Thousand  Dollars
($500,000)  and each  Letter of Credit  (including  any renewal  thereof)  shall
expire on the earlier to occur of (x) 1 year from the date of  issuance  and (y)
not later than ten (10)  Business Days prior to the  Revolving  Credit  Maturity
Date  in  effect  on  the  date  of  issuance  thereof.  The  submission  of all
applications  in respect of and the issuance of each Letter of Credit  hereunder
shall be subject in all  respects  to the  Uniform  Customs  and  Practices  for
Documentary  Credits of the International  Chamber of Commerce,  1993 Revisions,
ICC  Publication  No.  500,  or,  if  applicable,  ISP  98,  and  any  successor
documentation  thereto,  as selected by the Agent.  In the event of any conflict
between this Agreement and any Letter of Credit  Document other than a Letter of
Credit, this Agreement shall control.

         3.2 Conditions to Issuance . No Letter of Credit shall be issued at the
request and for the account of any Account  Party(ies) unless, as of the date of
issuance of such Letter of Credit:

                  (a)      the face  amount of the  Letter  of Credit  requested
                           (based on the Dollar Amount of the undrawn portion of
                           any Letter of Credit  denominated  in Dollars and the
                           Current Dollar  Equivalent of the undrawn  portion of
                           any Letter of Credit  denominated in any  Alternative
                           Currency),  plus the face amount of all other Letters
                           of Credit of all Account  Parties  requested  on such
                           date, plus the aggregate undrawn portion of all other
                           Letters of Credit of all  Account  Parties as of such
                           date,  plus the face  amount of all Letters of Credit
                           of all Account  Parties  requested but not yet issued
                           as of such date, plus the unreimbursed  amount of any
                           draws under Letters of Credit

                                      -53-

<PAGE>

                           of all Account  Parties (in each case,  determined as
                           aforesaid),  does not  exceed  the  Letter  of Credit
                           Maximum Amount;

                  (b)      the face  amount of the  Letter of Credit  requested,
                           plus the face  amount of all other  Letters of Credit
                           of all Account  Parties  requested on such date, plus
                           the aggregate undrawn portion of all other Letters of
                           Credit of all Account  Parties as of such date,  plus
                           the face  amount  of all  Letters  of  Credit  of all
                           Account  Parties  requested  but not yet issued as of
                           such  date,  plus  the  unreimbursed  amount  of  any
                           drawings  under  Letters  of  Credit  of all  Account
                           Parties as of such date, (in each case  determined as
                           aforesaid),  plus the aggregate  principal  amount of
                           all Advances  outstanding  under the Revolving Credit
                           and the Swing Line,  including any Advances requested
                           to be made on such date  (determined  on the basis of
                           the  Current   Dollar   Equivalent  of  any  Advances
                           denominated  in any  Alternative  Currency,  and  the
                           Dollar  Amount of any  Advances in  Dollars),  do not
                           exceed the then applicable Revolving Credit Aggregate
                           Commitment;

         (c)      whenever the Account Party is a Permitted Borrower,

                           the face amount of the Letter of Credit  requested by
                           such Permitted Borrower,  plus the face amount of all
                           other Letters of Credit  requested by such  Permitted
                           Borrower  on such date,  plus the  aggregate  undrawn
                           portion  of all other  outstanding  Letters of Credit
                           issued for the account of such Permitted Borrower (in
                           each  case   determined  as   aforesaid),   plus  the
                           unreimbursed  amount of any drawings under Letters of
                           Credit (using the Current Dollar  Equivalent  thereof
                           for any such  Letters  of Credit  denominated  in any
                           Alternative  Currency) issued for the account of such
                           Permitted  Borrower,  plus the aggregate  outstanding
                           principal  amount of all  Advances  of the  Revolving
                           Credit  and of  the  Swing  Line  to  such  Permitted
                           Borrower, including any Advances requested to be made
                           on such date (in each case  determined as aforesaid),
                           do  not  exceed  the  applicable  Permitted  Borrower
                           Sublimit;

                  (d)      whenever the Account  Party is a Permitted  Borrower,
                           it shall  not be  entitled  to  request  a Letter  of
                           Credit   hereunder  until  it  has  complied  in  all
                           respects with the provisions of Section 2.3(a) or (b)
                           hereof, as applicable;

                  (e)      the  obligations  of Company and the  Guarantors  set
                           forth in this  Agreement and the other Loan Documents
                           are valid,  binding and

                                      -54-

<PAGE>

                           enforceable obligations of Company and Guarantors and
                           the valid,  binding  and  enforceable  nature of this
                           Agreement  and the other Loan  Documents has not been
                           disputed by Company or the Guarantors;

                  (f)      the representations and warranties  contained in this
                           Agreement  and the other Loan  Documents  are true in
                           all  material  respects as if made on such date,  and
                           both   immediately   before  and  immediately   after
                           issuance  of  the  Letter  of  Credit  requested,  no
                           Default or Event of Default exists;

                  (g)      the execution of the Letter of Credit  Agreement with
                           respect  to the Letter of Credit  requested  will not
                           violate  the terms and  conditions  of any  contract,
                           agreement or other borrowing of the relevant  Account
                           Party;

                  (h)      the  Account  Party  requesting  the Letter of Credit
                           shall have delivered to Agent at its Issuing  Office,
                           not less than  three (3)  Business  Days prior to the
                           requested  date for issuance (or such shorter time as
                           the Agent, in its sole discretion,  may permit),  the
                           Letter of Credit Agreement related thereto,  together
                           with such other  documents  and  materials  as may be
                           required pursuant to the terms thereof, and the terms
                           of  the   proposed   Letter   of   Credit   shall  be
                           satisfactory to Agent;

                  (i)      no order, judgment or decree of any court, arbitrator
                           or governmental  authority shall purport by its terms
                           to enjoin or restrain  Agent from  issuing the Letter
                           of Credit  requested,  or any Lender  from  taking an
                           assignment  of its  Percentage  thereof  pursuant  to
                           Section 3.6  hereof,  and no law,  rule,  regulation,
                           request or directive (whether or not having the force
                           of law) shall  prohibit or request that Agent refrain
                           from  issuing,  or any Lender  refrain from taking an
                           assignment of its Percentage of, the Letter of Credit
                           requested or letters of credit generally;

                  (j)      there shall have been no introduction of or change in
                           the  interpretation  of any  law or  regulation  that
                           would make it unlawful or unduly  burdensome  for the
                           Agent to issue or any Lender to take an assignment of
                           its Percentage of the requested Letter of Credit,  no
                           suspension  of or material  limitation  on trading on
                           the New York  Stock  Exchange  or any other  national
                           securities  exchange,  no  declaration  of a  general
                           banking  moratorium  by  banking  authorities  in the
                           United    States,    Michigan   or   the   respective
                           jurisdictions  in which the Lenders,  the  applicable
                           Account  Party and the  beneficiary  of the requested
                           Letter of Credit are located, and no establishment of
                           any  new   restrictions  on  transactions   involving
                           letters  of

                                      -55-

<PAGE>

                           credit or on banks materially affecting the extension
                           of credit by banks; and

                  (k)      Agent shall have  received the issuance fees required
                           in  connection  with the  issuance  of such Letter of
                           Credit pursuant to Section 3.4 hereof.

Each  Letter  of Credit  Agreement  submitted  to Agent  pursuant  hereto  shall
constitute the certification by the Company and the Account Party of the matters
set forth in Section 3.2 (a) through (g) hereof.  The Agent shall be entitled to
rely on such certification without any duty of inquiry.

         3.3  Notice.  Agent  shall  give  notice,  substantially  in the form
attached as Exhibit F, to each Lender of the  issuance of each Letter of Credit,
not later than three (3) Business Days after  issuance of each Letter of Credit,
specifying  the  amount  thereof  and the  amount  of such  Lender's  Percentage
thereof.

         3.4  Letter  of  Credit  Fees .  Company  shall  pay to the  Agent  for
distribution  to the Lenders in  accordance  with their  Percentages,  letter of
credit fees as follows:

                  (a) A per  annum  letter  of credit  fee with  respect  to the
undrawn  amount of each Letter of Credit  issued  pursuant  hereto (based on the
Dollar  Amount of any Letters of Credit  denominated  in Dollars and the Current
Dollar  Equivalent  of any  Letters  of Credit  denominated  in any  Alternative
Currency)  in the  amount of the  Applicable  Fee  Percentage  (determined  with
reference to Schedule 4.1 to this Agreement).

                  (b) A letter of credit  facing  fee in the amount set forth on
Schedule 4.1 to this Agreement to be retained by Agent for its own Account.

                  (c)  If  any  change  in  any  law  or  regulation  or in  the
interpretation  thereof by any court or administrative or governmental authority
charged with the administration thereof shall either (i) impose, modify or cause
to be deemed  applicable  any reserve,  special  deposit,  limitation or similar
requirement  against  letters of credit issued or  participated in by, or assets
held by, or  deposits  in or for the  account  of,  Agent or any  Lender or (ii)
impose on Agent or any Lender any other condition regarding this Agreement,  the
Letters of Credit or any  participations  in such  Letters  of  Credit,  and the
result of any event referred to in clause (i) or (ii) above shall be to increase
the cost or  expense  to Agent or such  Lender  of  issuing  or  maintaining  or
participating in any of the Letters of Credit (which increase in cost or expense
shall be determined by the Agent's or such Lender's reasonable allocation of the
aggregate of such cost increases and expenses resulting from such events), then,
upon demand by the Agent or such Lender,  as the case may be, the Company shall,
within  thirty  (30) days  following  demand for  payment,  pay to

                                      -56-

<PAGE>

Agent or such Lender,  as the case may be, from time to time as specified by the
Agent or such Lender, additional amounts which shall be sufficient to compensate
the Agent or such Lender for such  increased  cost and  expense,  together  with
interest on each such amount from ten days after the date demanded until payment
in full thereof at the Prime-based Rate. A certificate as to such increased cost
or expense incurred by the Agent or such Lender, as the case may be, as a result
of any event  mentioned  in clause (i) or (ii) above,  submitted to the Company,
shall be conclusive evidence, absent manifest error, as to the amount thereof.

                  (d) All payments by the Company or the Permitted  Borrowers to
the Agent or the Lenders  under this Section 3.4 shall be made in Dollars and in
immediately  available  funds at the Issuing  Office or such other office of the
Agent as may be  designated  from time to time by written  notice to the Company
and the Permitted  Borrowers by the Agent.  The fees described in clause (a) and
(b) above  shall be  nonrefundable  under all  circumstances,  shall be  payable
quarterly  in advance  (or such lesser  period,  if  applicable,  for Letters of
Credit issued with stated  expiration  dates of less than three months) upon the
issuance of each such Letter of Credit,  and shall be calculated on the basis of
a 360 day year and assessed  for the actual  number of days from the date of the
issuance thereof to the stated expiration thereof.

         3.5 Other Fees . In  connection  with the  Letters  of  Credit,  and in
addition to the Letter of Credit Fees,  the Company and the  applicable  Account
Party(ies) shall pay, for the sole account of the Agent, standard documentation,
administration,  payment  and  cancellation  charges  assessed  by  Agent or the
Issuing Office, at the times, in the amounts and on the terms set forth or to be
set forth from time to time in the standard  fee schedule of the Issuing  Office
in effect from time to time and delivered to the relevant Account Party(ies).

                                      -57-

<PAGE>

         3.6      Drawings and Demands for Payment Under Letters of Credit .

                  (a) The Company and each applicable Account Party agree to pay
to the Agent,  on the day on which the Agent shall honor a draft or other demand
for payment presented or made under any Letter of Credit, an amount equal to the
amount  paid by the Agent in respect of such  draft or other  demand  under such
Letter  of Credit  and all  expenses  paid or  incurred  by the  Agent  relative
thereto. Unless the Company or the applicable Account Party shall have made such
payment to the Agent on such day, upon each such payment by the Agent, the Agent
shall be deemed to have  disbursed  to the  Company  or the  applicable  Account
Party,  and the Company or the applicable  Account Party shall be deemed to have
elected to substitute for its reimbursement obligation,  with respect to Letters
of Credit denominated in Dollars, a Prime-based  Advance of the Revolving Credit
and, with respect to Letters of Credit denominated in any Alternative  Currency,
a  Eurocurrency-based   Advance  of  the  Revolving  Credit  in  the  applicable
Alternative Currency with an Interest Period, commencing three (3) Business Days
following  the date of Agent's  payment  pursuant  to the  applicable  Letter of
Credit, of one month (or, if unavailable, such other Interest Period as selected
by Agent in its sole discretion), in each case for the account of the Lenders in
an amount  equal to the  amount so paid by the Agent in respect of such draft or
other  demand  under  such  Letter  of  Credit.   Such  Prime-based  Advance  or
Eurocurrency-based Advance shall be deemed disbursed notwithstanding any failure
to satisfy any conditions for disbursement of any Advance set forth in Section 2
hereof  and,  to the extent of the  Advances  so  disbursed,  the  reimbursement
obligation of the Company or the applicable Account Party under this Section 3.6
shall  be  deemed   satisfied,   provided   that,   with  respect  to  any  such
Eurocurrency-based  Advance deemed to have been made  hereunder,  Company or the
applicable  Permitted  Borrower shall also be obligated to pay to the Agent, for
Agent's sole account,  interest on the aggregate  amount paid by the Agent under
the applicable draft or other demand for payment at Agent's  aggregate  marginal
cost  (including  the cost of  maintaining  any  required  reserves  or  deposit
insurance  and of any  fees,  penalties,  overdraft  charges  or other  costs or
expenses  incurred  by  Agent as a  result  of such  failure  to  deliver  funds
hereunder) of carrying such amount plus the Applicable Margin then in effect for
Eurocurrency-based  Advances,  from the date of Agent's payment  pursuant to any
Letter of Credit to the date of the  commencement of the Interest Period for the
applicable  Eurocurrency-based  Advance  deemed to have been made, as aforesaid,
such interest (the "Gap  Interest") to be due and payable on the last day of the
initial Interest Period established for such deemed Advance.

                  (b) If the  Agent  shall  honor a draft  or other  demand  for
payment  presented or made under any Letter of Credit,  the Agent shall  provide
notice thereof to the Company and the applicable  Account Party on the date such
draft or demand is  honored,  and to each Lender on such date unless the Company
or applicable  Account Party shall have satisfied its  reimbursement  obligation
under  Section  3.6(a)  hereof by payment  to the Agent on such date.  The Agent
shall  further  use  reasonable  efforts  to  provide  notice to the  Company or
applicable  Account  Party prior

                                      -58-

<PAGE>

to honoring any such draft or other demand for payment,  but such notice, or the
failure to provide such notice,  shall not affect the rights or  obligations  of
the Agent with respect to any Letter of Credit or the rights and  obligations of
the parties hereto,  including without limitation the obligations of the Company
or applicable Account Party under Section 3.6(a) hereof.

                  (c) Upon  issuance  by the  Agent  of each  Letter  of  Credit
hereunder,  each Lender  shall  automatically  acquire a pro rata  participation
interest  in such  Letter of Credit and each  related  Letter of Credit  Payment
based on its respective  Percentage.  Each Lender, on the date a draft or demand
under any Letter of Credit is honored (or the next  succeeding  Business  Day if
the notice  required to be given by Agent to the Lenders  under  Section  3.6(b)
hereof is not given to the  Lenders  prior to 2:00 p.m.  (Detroit  time) on such
date of draft or demand) or three (3)  Business  Days  thereafter  in respect of
draws or demands  under Letters of Credit  issued in any  Alternative  Currency,
shall make its Percentage of the amount paid by the Agent, and not reimbursed by
the Company or applicable Account Party on such day, available in the applicable
Permitted Currency and in immediately available funds at the principal office of
the Agent for the account of the Agent.  If and to the extent such Lender  shall
not have made such pro rata  portion  available to the Agent,  such Lender,  the
Company and the  applicable  Account Party  severally  agree to pay to the Agent
forthwith on demand such amount  together  with interest  thereon,  for each day
from the date such  amount was paid by the Agent  until  such  amount is so made
available to the Agent at a per annum rate equal to the interest rate applicable
during such period to the related  Advance deemed to have been  disbursed  under
Section 3.6(a) in respect of the reimbursement obligation of the Company and the
applicable  Account  Party,  as set forth in  Section  2.4(c)(i)  or  2.4(c)(ii)
hereof,  as the case may be. If such  Lender  shall pay such amount to the Agent
together with such  interest,  such amount so paid shall be deemed to constitute
an Advance by such Lender disbursed in respect of the  reimbursement  obligation
of the Company or  applicable  Account  Party under  Section  3.6(a)  hereof for
purposes of this  Agreement,  effective  as of the dates  applicable  under said
Section  3.6(a).  The failure of any Lender to make its pro rata  portion of any
such amount paid by the Agent available to the Agent shall not relieve any other
Lender of its  obligation to make available its pro rata portion of such amount,
but no Lender shall be responsible  for failure of any other Lender to make such
pro rata  portion  available  to the  Agent.  Furthermore,  in the  event of the
failure by Company or the Permitted  Borrowers to pay the Gap Interest  required
under the proviso to Section  3.6(a)  hereof,  each of the Lenders  shall pay to
Agent,  within one Business Day following  receipt from Agent of written request
therefor,  its pro rata  portion of said Gap  Interest,  excluding  any  portion
thereof attributable to the Applicable Margin.

         Notwithstanding  the foregoing  however,  no Lender shall acquire a pro
rata  risk  participation  in a Letter of  Credit  or  related  Letter of Credit
Payment if the Agent had obtained actual  knowledge that an Event of Default had
occurred  and was  continuing  at the time of the  issuance  of such  Letter  of
Credit;  provided,  however  that  each  Lender  shall  acquire  a pro rata

                                      -59-

<PAGE>

risk  participation  in such Letter of Credit and the  related  Letter of Credit
Payment  upon the date on which such Event of Default is waived by the  Required
Lenders or all Lenders, as applicable.

                  (d) Nothing in this Agreement shall be construed to require or
authorize any Lender to issue any Letter of Credit, it being recognized that the
Agent shall be the sole issuer of Letters of Credit under this Agreement.

         3.7  Obligations  Irrevocable  . The  obligations  of  Company  and any
Account Party to make payments to Agent or the Lenders with respect to Letter of
Credit  Obligations  under  Section  3.6  hereof,  shall  be  unconditional  and
irrevocable  and not  subject  to any  qualification  or  exception  whatsoever,
including, without limitation:

                  (a) Any lack of  validity or  enforceability  of any Letter of
Credit  or  any  documentation  relating  to  any  Letter  of  Credit  or to any
transaction  related in any way to any Letter of Credit  (the  "Letter of Credit
Documents");

                  (b)  Any  amendment,  modification,  waiver,  consent,  or any
substitution,  exchange  or release of or failure  to perfect  any  interest  in
collateral  or  security,  with  respect to or under any of the Letter of Credit
Documents;

                  (c) The existence of any claim, setoff, defense or other right
which  the  Company  or any  Account  Party  may  have at any time  against  any
beneficiary  or any  transferee  of any  Letter of  Credit  (or any  persons  or
entities for whom any such  beneficiary  or any such  transferee may be acting),
the Agent or any  Lender or any other  person or entity,  whether in  connection
with any of the Letter of Credit Documents, the transactions contemplated herein
or therein or any unrelated transactions;

                  (d) Any draft or other  statement or document  presented under
any Letter of Credit proving to be forged,  fraudulent,  invalid or insufficient
in any  respect or any  statement  therein  being  untrue or  inaccurate  in any
respect;

                  (e) Payment by the Agent to the  beneficiary  under any Letter
of Credit against  presentation  of documents which do not comply with the terms
of such  Letter  of  Credit,  including  failure  of any  documents  to bear any
reference or adequate reference to such Letter of Credit;

                  (f) Any  failure,  omission,  delay or lack on the part of the
Agent or any  Lender or any party to any of the  Letter of Credit  Documents  to
enforce, assert or exercise any right, power or remedy conferred upon the Agent,
any  Lender or any such  party  under  this  Agreement,

                                      -60-

<PAGE>

any of the other Loan Documents or any of the Letter of Credit Documents, or any
other acts or omissions on the part of the Agent,  any Lender or any such party;
or

                  (g) Any other event or circumstance that would, in the absence
of this Section  3.7,  result in the release or discharge by operation of law or
otherwise of Company or any Account Party from the  performance or observance of
any obligation, covenant or agreement contained in Section 3.6 hereof.

No setoff,  counterclaim,  reduction  or  diminution  of any  obligation  or any
defense of any kind or nature which Company or any Account Party has or may have
against the beneficiary of any Letter of Credit shall be available  hereunder to
Company or any Account Party against the Agent or any Lender.  Nothing contained
in this Section 3.7 shall be deemed to prevent  Company or the Account  Parties,
after  satisfaction  in full of the absolute and  unconditional  obligations  of
Company and the Account Parties  hereunder,  from asserting in a separate action
any claim,  defense, set off or other right which they (or any of them) may have
against Agent or any Lender.

         3.8  Risk  Under  Letters  of  Credit . (a) In the  administration  and
handling of Letters of Credit and any  security  therefor,  or any  documents or
instruments  given in connection  therewith,  Agent shall have the sole right to
take or refrain  from  taking any and all  actions  under or upon the Letters of
Credit.

                  (b) Subject to other terms and  conditions of this  Agreement,
Agent  shall issue the  Letters of Credit and shall hold the  documents  related
thereto in its own name and shall make all collections  thereunder and otherwise
administer  the  Letters  of  Credit  in  accordance   with  Agent's   regularly
established  practices  and  procedures  and,  except  pursuant to Section  12.3
hereof,  Agent will have no further  obligation  with  respect  thereto.  In the
administration  of Letters of Credit,  Agent  shall not be liable for any action
taken or omitted  on the advice of  counsel,  accountants,  appraisers  or other
experts  selected  by Agent  with due care and Agent  may rely upon any  notice,
communication,  certificate or other statement from Company,  any Account Party,
beneficiaries of Letters of Credit,  or any other Person which Agent believes to
be  authentic.  Agent will,  upon  request,  furnish the Lenders  with copies of
Letter of Credit Agreements, Letters of Credit and documents related thereto.

                  (c) In  connection  with the  issuance and  administration  of
Letters of Credit and the assignments  hereunder,  Agent makes no representation
and shall have no responsibility  with respect to (i) the obligations of Company
or any Account  Party or the  validity,  sufficiency  or  enforceability  of any
document  or  instrument  given in  connection  therewith,  or the taking of any
action  with   respect  to  same,   (ii)  the   financial   condition   of,  any
representations  made by, or any act or omission  of,  Company,  the  applicable
Account Party or any other  Person,  or (iii) any

                                      -61-

<PAGE>

failure or delay in  exercising  any rights or powers  possessed by Agent in its
capacity as issuer of Letters of Credit in the  absence of its gross  negligence
or willful misconduct. Each of the Lenders expressly acknowledges that they have
made and will  continue  to make  their own  evaluations  of  Company's  and the
Account  Parties'  creditworthiness  without reliance on any  representation  of
Agent or Agent's officers, agents and employees.

                  (d) If at  any  time  Agent  shall  recover  any  part  of any
unreimbursed  amount for any draw or other demand for payment  under a Letter of
Credit,  or any  interest  thereon,  Agent shall  receive  same for the pro rata
benefit of the Lenders in accordance with their respective Percentages and shall
promptly  deliver to each Lender its share thereof,  less such Lender's pro rata
share of the costs of such recovery,  including court costs and attorney's fees.
If at any time any Lender shall receive from any source  whatsoever  any payment
on any such  unreimbursed  amount or interest thereon in excess of such Lender's
Percentage  of such  payment,  such Lender will promptly pay over such excess to
Agent, for redistribution in accordance with this Agreement.

         3.9  Indemnification  . (a) The Company and each  Account  Party hereby
indemnifies  and agrees to hold  harmless  the Lenders and the Agent,  and their
respective officers,  directors,  employees and agents, from and against any and
all  claims,  damages,  losses,  liabilities,  costs or  expenses of any kind or
nature whatsoever which the Lenders or the Agent or any such person may incur or
which may be claimed  against any of them by reason of or in connection with any
Letter  of  Credit,  and  neither  any  Lender  nor the  Agent  or any of  their
respective  officers,  directors,   employees  or  agents  shall  be  liable  or
responsible  for:  (i) the use which may be made of any  Letter of Credit or for
any acts or omissions  of any  beneficiary  in  connection  therewith;  (ii) the
validity, sufficiency or genuineness of documents or of any endorsement thereon,
even  if  such  documents  should  in fact  prove  to be in any or all  respects
invalid,  insufficient,  fraudulent or forged; (iii) payment by the Agent to the
beneficiary  under any Letter of Credit against  presentation of documents which
do not  comply  with the  terms of any  Letter of Credit  (unless  such  payment
resulted from the gross negligence or willful misconduct of the Agent); (iv) any
error, omission, interruption or delay in transmission,  dispatch or delivery of
any message or advice,  however  transmitted,  in connection  with any Letter of
Credit; or (v) any other event or circumstance  whatsoever arising in connection
with any Letter of Credit;  provided,  however, that Company and Account Parties
shall not be  required  to  indemnify  the  Lenders and the Agent and such other
persons, and the Agent shall be liable to the Company and the Account Parties to
the extent,  but only to the extent,  of any direct, as opposed to consequential
or incidental,  damages  suffered by Company and the Account  Parties which were
caused by the Agent's gross negligence,  willful misconduct or wrongful dishonor
of any  Letter  of  Credit  after  the  presentation  to it by  the  beneficiary
thereunder  of a draft or other  demand  for  payment  and  other  documentation
strictly complying with the terms and conditions of such Letter of Credit.

                                      -62-

<PAGE>

         (b) It is  understood  that in  making  any  payment  under a Letter of
Credit the Agent will rely on  documents  presented  to it under such  Letter of
Credit as to any and all matters set forth therein without further investigation
and  regardless  of any notice or  information  to the  contrary.  It is further
acknowledged and agreed that Company or an Account Party may have rights against
the  beneficiary or others in connection  with any Letter of Credit with respect
to  which  Agent or the  Lenders  are  alleged  to be  liable  and it shall be a
condition  of the  assertion  of any  liability  of Agent or the  Lenders by the
Company or any other  Account  Party  under  this  Section  that  Company or the
applicable Account Party shall contemporaneously  pursue all remedies in respect
of the alleged loss against such beneficiary and any other parties  obligated or
liable in connection with such Letter of Credit and any related transactions.

         3.10 Right of Reimbursement . Each Lender agrees to reimburse the Agent
on demand,  pro rata in accordance with its respective  Percentage,  for (i) the
reasonable  out-of-pocket  costs and expenses of the Agent to be  reimbursed  by
Company or any Account Party  pursuant to any Letter of Credit  Agreement or any
Letter of Credit,  to the extent not  reimbursed by Company or any Account Party
and (ii)  any and all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits, costs, fees, reasonable  out-of-pocket  expenses or
disbursements  of any  kind and  nature  whatsoever  which  may be  imposed  on,
incurred by or asserted  against  Agent (in its capacity as issuer of any Letter
of Credit) in any way relating to or arising out of this  Agreement,  any Letter
of Credit, any documentation or any transaction  relating thereto, or any Letter
of Credit  Agreement,  to the extent not  reimbursed  by Company or any  Account
Party,  except to the extent that such  liabilities,  losses,  costs or expenses
were  incurred  by Agent as a result of  Agent's  gross  negligence  or  willful
misconduct or by the Agent's wrongful dishonor of any Letter of Credit after the
presentation to it by the beneficiary  thereunder of a draft or other demand for
payment and other documentation strictly complying with the terms and conditions
of such Letter of Credit.

         4.  MARGIN ADJUSTMENTS.

         4.1 Margin  Adjustments . Adjustments to the Applicable  Margin and the
Applicable  Fee  Percentages,  based on Schedule 4.1,  shall be implemented on a
quarterly basis as follows:

         (a) Such adjustments shall be given prospective effect only,  effective
         as to  all  Advances  outstanding  hereunder  and  the  Applicable  Fee
         Percentage, upon the date of delivery of the financial statements under
         Sections  7.3(b)  and  7.3(c)  hereunder,  in  each  case  establishing
         applicability  of the  appropriate  adjustment,  in each  case  with no
         retroactivity  or  claw-back.  In the  event  Company  fails  timely to
         deliver the  financial  statements  required  under  Section  7.3(b) or
         7.3(c),  then from the date delivery of such  financial  statements was
         required until such financial statements are delivered, the

                                      -63-

<PAGE>

         margins  and fee  percentages  shall  be at the  highest  level  on the
         Pricing Matrix attached to this Agreement as Schedule 4.1.

         (b) From the Effective  Date until the required date of delivery  under
         Section  7.3(c) of the Company's  financial  statements  for the fiscal
         quarter ending June 30, 1999, the margins and fee percentages  shall be
         those set  forth  under  the  Level IV  column  of the  Pricing  Matrix
         attached to this Agreement as Schedule 4.1.

         5. CONDITIONS.  The obligations of Lenders to make Advances or to issue
Letters of Credit,  pursuant  to this  Agreement  are  subject to the  following
conditions,  provided  however  that  Sections  5.1 through 5.8 below shall only
apply to the initial Advances or Letters of Credit hereunder:

         6.1  Execution  of this  Agreement  and the other Loan  Documents.  The
Company  shall have executed and delivered to the Agents for the account of each
Lender,  this  Agreement  (including  all  schedules,  exhibits,   certificates,
opinions,  financial  statements  and other  documents to be delivered  pursuant
hereto) and the other Loan  Documents,  and,  this  Agreement and the other Loan
Documents shall be in full force and effect.

         6.1  Corporate  Authority.  Agents shall have  received  (i)  certified
copies of  resolutions  of the Board of Directors of the Company and each of the
Significant  Subsidiaries party to any Loan Document  evidencing approval of the
form of this Agreement and each of the other Loan Documents to which such Person
is  a  party  and  authorizing  the  execution  and  delivery  thereof  and,  if
applicable,  the  borrowing  of  Advances  and  requesting  of Letters of Credit
hereunder;  (ii) (A)  certified  copies of the  Company's,  and the  Significant
Subsidiaries'  articles  of  incorporation  and  bylaws or other  constitutional
documents  certified as true and complete as of a recent date by the appropriate
official  of the  jurisdiction  of  incorporation  of each such  entity  (or, if
unavailable in such jurisdiction,  by a responsible officer of such entity); and
(B) a certificate of good standing from the state or other  jurisdictions of the
Company's  incorporation,  and from the applicable  states of  incorporation  or
other  jurisdictions  of the  Significant  Subsidiaries  and from every state or
other jurisdiction in which the Company, or any of such Significant Subsidiaries
is  qualified to do business,  if issued by such  jurisdictions,  subject to the
limitations (as to qualification and authorization to do business)  contained in
Section 6.1, hereof.

         6.2 Collateral Documents and Guaranties. The Agent shall have received

         (a) a Reaffirmation  of Certain Loan Documents  executed by the Company
         and the other  Significant  Domestic  Subsidiaries  in connection  with
         those Pledge Agreements and the Domestic Guaranty as executed under the
         Prior Credit Agreement;

                                      -64-

<PAGE>

         (b) a Reaffirmation  of Certain Loan Documents  executed by the Foreign
         Permitted Borrowers and the other Significant  Foreign  Subsidiaries in
         connection with those Pledge  Agreements and the Foreign  Guaranties as
         executed under the Prior Credit Agreement; and

         (c) Company,  each of the Significant Domestic Subsidiaries and certain
         Significant  Foreign  Subsidiaries  incorporated  under the laws of the
         United States of America, or any state, territory,  possession or other
         political  subdivision  thereof,  shall have executed and delivered the
         Security Agreement and any documents  (including,  without  limitation,
         financing   statements,   amendments   to  financing   statements   and
         assignments of financing statements) required to be filed in connection
         with the Security  Agreement to create,  in favor of the Agent (for and
         on  behalf  of the  Lenders),  a  perfected  security  interest  in the
         Collateral  thereunder  shall  have  been  delivered  to the Agent in a
         proper  form for filing in each office in each  jurisdiction  listed in
         Schedule 5.3, or other office, as the case may be; (provided,  however,
         that the  Company  shall  have a period of ninety  days  following  the
         Effective  Date to  deliver,  or cause to be  delivered,  documentation
         satisfactory to the Agent to perfect the security  interest and lien in
         patents,  trademarks and other  intellectual  property and  proprietary
         rights).

         6.3 Representations and Warranties -- All Parties.  The representations
and warranties made by the Company, each of the Significant  Subsidiaries or any
other  party to any of the Loan  Documents  under this  Agreement  or any of the
other  Loan  Documents   (excluding  the  Agents  and  the  Lenders),   and  the
representations  and  warranties of any of the foregoing  which are contained in
any certificate,  document or financial or other statement furnished at any time
hereunder or thereunder or in connection  herewith or therewith  shall have been
true and  correct  in all  material  respects  when  made and  shall be true and
correct  in all  material  respects  on and as of the date of the  making of the
initial Advance hereunder.

         6.4 Compliance with Certain  Documents and Agreements.  The Company and
the  Significant  Subsidiaries  (and any of  their  respective  Subsidiaries  or
Affiliates)  shall have each  performed  and complied  with all  agreements  and
conditions  contained  in this  Agreement,  the  other  Loan  Documents,  or any
agreement or other document executed  hereunder or thereunder and required to be
performed or complied with by each of them (as of the applicable  date) and none
of such parties shall be in default in the performance or compliance with any of
the terms or provisions hereof or thereof.

         6.5  Opinion of Counsel.  (a) The  Company and each of the  Significant
Subsidiaries  furnished  Agent in  connection  with the Prior Credit  Agreement,
opinions of counsel given upon the express  instructions of the Company and such
Significant Subsidiaries; and

                                      -65-

<PAGE>

         (b) the  Company  shall  furnish  the  opinions  of  counsel  listed on
         Schedule 5.6 hereto,  such opinions to be  substantially in the form of
         the  opinions of counsel  previously  delivered  under the Prior Credit
         Agreement.

         6.6 Company's Certificate. The Agents shall have received a certificate
of a responsible senior officer of Company,  dated the date of the making of the
initial Advances hereunder,  stating that the conditions of paragraphs 5.1, 5.4,
5.5, 5.9, and 5.11 hereof have been fully satisfied.

         6.7  Payment  of Agent's  and Other  Fees.  Company  shall have paid to
Agent,  for  distribution to the Lenders  hereunder (based on the Percentages in
effect under the Prior  Credit  Agreement)  the  Facility Fee accrued  under the
Prior Credit  Agreement to the Effective  Date of this  Agreement.  In addition,
Company shall have paid to the Agents (for Agents' sole  accounts),  the Agents'
Fees and all costs and expenses required hereunder.

         6.8  Short  Term  Revolving  Credit  Agreement  . The  Company  and the
applicable Significant  Subsidiaries shall have executed and delivered the Short
Term  Revolving   Credit   Agreement   (including   all   schedules,   exhibits,
certificates, opinions, financial statements and other documents to be delivered
pursuant  hereto)  and the other  Short Term Loan  Documents  to which each such
Person is a party,  and the Short Term Revolving  Credit Agreement and the other
Short Term Loan Documents shall be in full force and effect.

         6.9  Regulation U  Requirements  . The Agent has received in connection
with the Prior Credit Agreement,  on behalf of the Lenders,  a purpose statement
on FR Form U-1 referred to in Regulation U in form and substance satisfactory to
the Agent and the Lenders to the extent  required in  connection  with the TEMIC
Acquisition  or  otherwise  under  applicable  law.  Furthermore,  the Agent has
completed  (on behalf of each of the Lenders) a Federal  Reserve Form U-1,  such
Form U-1 having been  reviewed and approved by each of the Lenders and otherwise
being in form and substance satisfactory to Company and the Agent.

         6.10 Other  Documents and Instruments . The Agents shall have received,
with a photocopy for each Lender,  such other  instruments  and documents as the
Required Lenders may reasonably request in writing in connection with the making
of  Advances or the  issuing of any  Letters of Credit  hereunder,  and all such
instruments  and documents  shall be  satisfactory  in form and substance to the
Agents and the Required Lenders.

         6.11 Continuing Conditions.  The obligations of the Lenders to make any
of the  Advances or loans or of the Agent to issue any  Letters of Credit  under
this  Agreement,  including  but not  limited  to the  initial  Advances  of the
Revolving Credit or the Swing Line hereunder,  shall be subject to the following
continuing conditions:

                                      -66-

<PAGE>

                  (a) No Default or Event of Default  shall have occurred and be
continuing  as of the  making of the  proposed  Advance  (both  before and after
giving effect thereto);

                  (b)  The  representations  and  warranties  contained  in this
Agreement  and the other Loan  Documents  are true and  correct in all  material
respects as of the making of the applicable Advance; and

                  (c) There  shall have been no material  adverse  change in the
condition (financial or otherwise),  properties, business, results or operations
of the Company or its Subsidiaries (taken as a whole) from December 31, 1998 (or
any subsequent  December 31st, if the Agent determines,  with the concurrence of
the Required  Lenders,  based on the  Company's  financial  statements  for such
subsequent  fiscal year that no material adverse change has occurred during such
year,  such  determination  being made solely for  purposes of  determining  the
applicable  date  under  this  paragraph)  to the date of the  proposed  Advance
hereunder.

         6.       REPRESENTATIONS AND WARRANTIES

         Company  and the  Permitted  Borrowers  represent  and warrant and such
representations  and  warranties as applicable  shall be deemed to be continuing
representations and warranties during the entire life of this Agreement:

         7.1  Corporate  Existence.   Each  of  the  Company  and  each  of  the
Subsidiaries  is a  corporation  duly  organized  and  validly  existing in good
standing under the laws of the applicable jurisdiction of organization,  charter
or  incorporation;  each of the  Company  and each of the  Subsidiaries  is duly
qualified and authorized to do business as a corporation or foreign  corporation
in each  jurisdiction  where the  character  of its  assets or the nature of its
activities  makes such  qualification  necessary,  except  where such failure to
qualify and be authorized to do business will not have a material adverse impact
on the Company and its Subsidiaries, taken as a whole.

         7.2 Due Authorization - Company. Execution, delivery and performance of
this  Agreement,   the  other  Loan  Documents,  and  any  other  documents  and
instruments required under or in connection with this Agreement,  and extensions
of credit  to the  Company  are  within  its  corporate  powers,  have been duly
authorized,  are  not in  contravention  of law or the  terms  of the  Company's
articles  of  incorporation  or  bylaws,  and,  except as have  been  previously
obtained or as referred to in Section 6.15, below, do not require the consent or
approval,  material to the transactions  contemplated by this Agreement,  or the
Loan Documents, of any governmental body, agency or authority.

                                      -67-

<PAGE>

         7.3  Due  Authorization  --  Subsidiaries.   Execution,   delivery  and
performance of this Agreement, the other Loan Documents, and any other documents
and  instruments  required under or in connection with this Agreement by each of
the Significant  Subsidiaries,  and extensions of credit to Permitted Borrowers,
are (or will be, on the  applicable  date of  delivery  of such Loan  Documents)
within their respective  corporate powers,  have been (or will be, as aforesaid)
duly authorized,  are not (or will not be, as aforesaid) in contravention of law
or the terms of articles of incorporation  or bylaws or other organic  documents
of the parties  thereto,  as  applicable,  and,  except as have been  previously
obtained  (or as referred to in Section  6.15,  below),  do not (or will not, as
aforesaid)  require  the  consent  or  approval,  material  to the  transactions
contemplated by this Agreement, or the other Loan Documents, of any governmental
body, agency or authority.

         7.4 Title to  Material  Property.  Each of the  Company and each of the
Subsidiaries  has good and valid  title to the  Material  Property  owned by it,
which property (individually or in the aggregate) is material to the business or
operations  of the Company  and its  Subsidiaries,  taken as a whole,  excluding
imperfections  in title not material to the ownership,  use and/or  enjoyment of
any such property.

         7.5 Encumbrances.  There are no security interests in, Liens, mortgages
or other encumbrances on and no financing statements on file with respect to any
property of Company or any of the Subsidiaries, except for those Liens permitted
under Section 8.5 hereof.

         7.6  Subsidiaries.  As of the Effective Date,  there are no directly or
indirectly  owned  Subsidiaries  of the Company,  except for those  Subsidiaries
identified in Schedule 6.6, attached hereto.

         7.7 Taxes. The Company and its Subsidiaries each has filed on or before
their respective due dates, all federal, state and foreign tax returns which are
required to be filed or has obtained  extensions for filing such tax returns and
is not delinquent in filing such returns in accordance  with such extensions and
has paid all taxes which have become due  pursuant to those  returns or pursuant
to any assessments received by any such party, as the case may be, to the extent
such taxes have become due,  except to the extent  such tax  payments  are being
actively contested in good faith by appropriate  proceedings and with respect to
which  adequate  provision  has been  made on the  books of the  Company  or its
Subsidiaries, as applicable, as may be required by GAAP.

         7.8 No Defaults.  There exists no default  under the  provisions of any
instrument  evidencing any permitted Debt of the Company or its  Subsidiaries or
connected  with  any of the  Permitted  Company  Encumbrances  or the  Permitted
Encumbrances of the Subsidiaries,  or of any agreement relating thereto,  except
where such default would not have a material  adverse  effect

                                      -68-

<PAGE>

on the Company and its Subsidiaries  taken as a whole and would not violate this
Agreement or any of the other Loan Documents according to the terms thereof.

         7.9  Compliance  with Laws. The Company and its  Subsidiaries  each has
complied with all  applicable  laws,  including  without  limitation,  Hazardous
Material Laws, to the extent that failure to comply  therewith would  materially
interfere  with  the  conduct  of  the  business  of the  Company  or any of its
Subsidiaries  taken as a whole,  or would have a material  adverse  effect  upon
Company  or any of its  Subsidiaries  taken  as a whole,  or upon  any  property
(whether personal or real) owned by any of them.

         7.10 Enforceability of Agreement and Loan Documents. (a) This Agreement
and each of the other Loan Documents to which the Company is a party,  including
without limitation,  all other  certificates,  agreements and documents executed
and delivered by Company under or in connection  herewith or therewith have each
been duly executed and delivered by duly Authorized  Officers of the Company and
constitute  the valid and binding  obligations  of the Company,  enforceable  in
accordance with their  respective  terms,  except as enforcement  thereof may be
limited by  applicable  bankruptcy,  reorganization,  insolvency,  moratorium or
similar laws  affecting the  enforcement of creditor's  rights  generally and by
general  principles of equity (whether  enforcement is sought in a proceeding in
equity or at law).

                  (b) This  Agreement  and each of the other Loan  Documents  to
which any of the  Subsidiaries is a party, and all  certificates,  documents and
agreements executed in connection herewith or therewith by the Subsidiaries have
each been  duly  executed  and  delivered  by duly  Authorized  Officers  of the
applicable  Subsidiary and  constitute the valid and binding  obligations of the
Subsidiaries,  enforceable in accordance with their respective terms,  except as
enforcement  thereof may be limited by  applicable  bankruptcy,  reorganization,
insolvency,  moratorium or similar laws affecting the  enforcement of creditors'
rights  generally and by general  principles of equity  (whether  enforcement is
sought in a proceeding in equity or at law).

         7.11   Non-contravention  --  Company.  The  execution,   delivery  and
performance  of this  Agreement  and the  other  Loan  Documents  and any  other
documents and instruments required under or in connection with this Agreement by
the Company are not in  contravention  of the terms of any  indenture,  material
agreement or material undertaking to which the Company is a party or by which it
or its  properties  are bound or affected,  except to the extent such terms have
been  waived  or are  not  material  to the  transactions  contemplated  by this
Agreement and the other Loan  Documents or to the financial  performance  of the
Company and its Subsidiaries, taken as a whole.

         7.12  Non-contravention -- Other Parties.  The execution,  delivery and
performance of this Agreement,  those other Loan Documents  signed by any of the
Subsidiaries,  and any other  documents  and  instruments  required  under or in
connection  with  this  Agreement  by  any  of  the

                                      -69-

<PAGE>

Subsidiaries are not in  contravention  of the terms of any indenture,  material
agreement or material undertaking to which any of the Subsidiaries is a party or
by which it or its properties  are bound or affected,  except to the extent such
terms have been waived or are not material to the  transaction  contemplated  by
this Agreement and the other Loan  Documents or to the financial  performance of
the Company and its Subsidiaries, taken as a whole.

         7.13 No Litigation -- Company.  There is no suit,  action,  proceeding,
including,  without  limitation,  any  bankruptcy  proceeding,  or  governmental
investigation  pending  against  or,  to the  best  knowledge  of  the  Company,
threatened or otherwise  affecting the Company  (other than any suit,  action or
proceeding in which the Company is the plaintiff and in which no counterclaim or
cross-claim  against Company has been filed),  nor has the Company or any of its
officers  or  directors  been  subject  to  any  suit,  action,   proceeding  or
governmental  investigation as a result of which any such officer or director is
or may be entitled to indemnification by Company,  except as otherwise disclosed
in Schedule 6.13 attached hereto and except for miscellaneous suits, actions and
proceedings  which have a reasonable  likelihood of being adversely  determined,
and which suits, if resolved adversely to the Company would not in the aggregate
have a material adverse effect on the Company and its  Subsidiaries,  taken as a
whole. Except as so disclosed,  there is not outstanding against the Company any
judgment,  decree,  injunction,   rule,  or  order  of  any  court,  government,
department,  commission, agency, instrumentality or arbitrator, nor, to the best
knowledge of the Company,  is the Company in  violation of any  applicable  law,
regulation,   ordinance,  order,  injunction,   decree  or  requirement  of  any
governmental  body or court where such violation  would have a material  adverse
effect on the Company and its Subsidiaries, taken as a whole.

         7.14  No  Litigation  --  Other  Parties.  There  is no  suit,  action,
proceeding (other than any suit, action or proceeding in which any such party is
the plaintiff and in which no counterclaim or cross-claim against any such party
has been filed),  including,  without limitation,  any bankruptcy proceeding, or
governmental  investigation  pending  against or, to the best  knowledge  of the
Company,  threatened or otherwise  affecting any of the Subsidiaries nor has any
such party or any of its officers or directors been subject to any suit, action,
proceeding or governmental  investigation  as a result of which any such officer
or director is or may be entitled to  indemnification  by such party,  except as
otherwise   disclosed  in  Schedule   6.14   attached   hereto  and  except  for
miscellaneous suits, actions and proceedings which have a reasonable  likelihood
of being adversely determined, which suits, if resolved adversely to such party,
would not in the aggregate have a material adverse effect on the Company and its
Subsidiaries, taken as a whole. Except as so disclosed, there is not outstanding
against any such party any judgment, decree,  injunction,  rule, or order of any
court, government, department, commission, agency, instrumentality or arbitrator
nor, to the best knowledge of the Company, is any such party in violation of any
applicable law, regulation,  ordinance, order, injunction, decree or requirement
of

                                      -70-

<PAGE>

any  governmental  body or court  where  such  violation  would  have a material
adverse effect on the Company and its Subsidiaries, taken as a whole.

         7.15  Consents,  Approvals  and  Filings,  Etc.  Except  as  have  been
previously obtained, no authorization, consent, approval, license, qualification
or formal exemption from, nor any filing,  declaration or registration with, any
court, governmental agency or regulatory authority or any securities exchange or
any  other  person  or  party  (whether  or not  governmental)  is  required  in
connection with the execution,  delivery and performance: (i) by the Company, of
this  Agreement,  any of the other Loan Documents to which it is a party, or any
other documents or instruments to be executed and/or delivered by the Company in
connection  therewith or  herewith;  (ii) by each of the  Subsidiaries,  of this
Agreement,  the  other  Loan  Documents  to  which  it is a party  or any  other
documents or instruments to be executed and/or  delivered by the Subsidiaries in
connection  therewith  or  herewith;   and  (iii)  by  Company  or  any  of  its
Subsidiaries,  of the liens,  pledges,  mortgages,  security  interests or other
encumbrances  granted,  conveyed  or  otherwise  established  (or to be granted,
conveyed or  otherwise  established)  by or under this  Agreement  or other Loan
Documents,  except for such  filings  to be made  concurrently  herewith  as are
required by the Collateral  Documents to perfect liens in favor of the Agent and
the  Lenders.   All  such   authorizations,   consents,   approvals,   licenses,
qualifications,  exemptions,  filings, declarations and registrations which have
previously  been  obtained  or made,  as the case may be,  are in full force and
effect  and  are not the  subject  of any  attack,  or to the  knowledge  of the
Company,  threatened  attack  (in any  material  respect)  by  appeal  or direct
proceeding or otherwise.

         7.16 Agreements Affecting Financial Condition. Neither the Company, nor
any of its  Subsidiaries is, as of the Effective Date, party to any agreement or
instrument  or  subject  to any  charter or other  corporate  restriction  which
materially  adversely  affects the  financial  condition  or  operations  of the
Company and its Subsidiaries, taken as a whole.

         7.17 No Investment Company;  No Margin Stock. None of the Company,  nor
any of the  Subsidiaries  is  engaged  principally,  or as one of its  important
activities,  directly or indirectly, in the business of extending credit for the
purpose of purchasing or carrying  margin stock.  Other than the  acquisition of
shares of Siliconix  pursuant to the TEMIC  Acquisition,  none of the Letters of
Credit  and  none of the  proceeds  of any of the  Advances  will be used by the
Company or any of the  Subsidiaries to purchase or carry margin stock or will be
made  available by the Company or any of the  Subsidiaries  in any manner to any
other Person to enable or assist such Person in  purchasing  or carrying  margin
stock.  Terms for which  meanings are  provided in  Regulation U of the Board of
Governors of the Federal Reserve System or any regulations substituted therefor,
as from time to time in effect,  are used in this  paragraph with such meanings.
None of the Company,  nor any of the  Subsidiaries  is an  "investment  company"
within the meaning of the Investment Company Act of 1940, as amended.

                                      -71-

<PAGE>

         7.18  ERISA .  Neither a  Reportable  Event  which is  material  to the
Company  and its  Subsidiaries,  taken as a whole,  nor an  Accumulated  Funding
Deficiency  (herein as defined in Section 412 of the  Internal  Revenue  Code or
Section 302 of ERISA) has occurred during the five-year period prior to the date
on which this  representation is made or deemed made with respect to any Pension
Plan.  Each  Pension  Plan  has  complied  in all  material  respects  with  the
applicable  provisions of ERISA and the Internal Revenue Code and any applicable
regulations thereof (and, if applicable, any comparable foreign law provisions),
except to the extent that any  noncompliance,  individually or in the aggregate,
would not have a material adverse effect upon the Company and its  Subsidiaries,
taken as a whole. No termination of a Pension Plan has occurred,  and no Lien in
favor of the PBGC or a Pension Plan has arisen,  during such  five-year  period.
Neither  the  Company  nor any ERISA  Affiliate  has had a  complete  or partial
withdrawal from any Multiemployer  Plan within the five year period prior to the
date of this Agreement,  nor does the Company or any ERISA  Affiliate  presently
intend to completely or partially  withdraw from any Multiemployer  Plan. To the
best of Company's  knowledge,  no such  Multiemployer  Plan is in  bankruptcy or
reorganization  or  insolvent.  There is no pending or, to the best of Company's
knowledge,  threatened  litigation  or  investigation  questioning  the  form or
operation of any Pension Plan, nor, to the best of the Company's  knowledge,  is
there any basis for any such  litigation  or  investigation  which if  adversely
determined  could  have a  material  adverse  effect  upon the  Company  and its
Subsidiaries,  taken as a whole, as of the valuation date most closely preceding
the date of this Agreement.

         7.19 Environmental Matters and Safety Matters. (a) The Company and each
Subsidiary is in compliance with all federal,  state, provincial and local laws,
ordinances and regulations  relating to safety and industrial  hygiene or to the
environmental  condition,  including without limitation all applicable Hazardous
Materials Laws in jurisdictions in which the Company or any such Subsidiary owns
or  operates,  a facility or site,  or arranges  for  disposal or  treatment  of
hazardous  substances,  solid waste, or other wastes,  accepts for transport any
hazardous substances, solid wastes or other wastes or holds any interest in real
property  or  otherwise,  except  for  matters  which,  individually  or in  the
aggregate, would not have a material adverse effect upon the financial condition
or business of the Company and its Subsidiaries, taken as a whole.

                  (b) All federal, state, provincial, local and foreign permits,
licenses  and  authorizations  required  for  present  or (to  the  best  of the
Company's  knowledge)  past  use of  the  facilities  and  other  properties  or
activities of the Company and each Subsidiary have been obtained,  are presently
in  effect,  and there is and has been full  compliance  with all such  permits,
licenses or  authorizations,  except, in all cases,  where the failure to comply
with the foregoing  would not have a material  adverse effect on the Company and
its Subsidiaries taken as a whole.

                                      -72-

<PAGE>

                  (c) No demand, claim, notice, suit (in law or equity), action,
administrative action, investigation or inquiry (including,  without limitation,
the listing of any property by any domestic or foreign governmental entity which
identifies sites for remedial, clean-up or investigatory action) whether brought
by any governmental  authority,  private person or entity or otherwise,  arising
under, relating to or in connection with any applicable Hazardous Materials Laws
is pending or, to the best of the Company's  knowledge,  threatened  against the
Company or any of its Subsidiaries any real property in which the Company or any
such Subsidiary  holds or, to the best of the Company's  knowledge,  has held an
interest  or any  present  or,  to the  best of the  Company's  knowledge,  past
operation of the Company or any such Subsidiary,  except for such matters which,
individually  or in the aggregate,  would not have a material  adverse effect on
the financial  condition or business of the Company and its Subsidiaries,  taken
as a whole.

                  (d) Neither the  Company nor any of its  Subsidiaries  whether
with  respect  to  present  or,  to the best of the  Company's  knowledge,  past
operations or properties,  (i) is, to the best of the Company's  knowledge,  the
subject of any federal or state  investigation  evaluating  whether any remedial
action is needed to respond to a release  of any toxic  substances,  radioactive
materials,  hazardous wastes or related materials into the environment, (ii) has
received any notice of any toxic substances,  radioactive  materials,  hazardous
waste or related materials in, or upon any of its properties in violation of any
applicable  Hazardous  Materials  Laws, or (iii) knows of any basis for any such
investigation  or notice,  or for the existence of such a violation,  except for
such matters which, individually or in the aggregate,  would not have a material
adverse  effect on the  financial  condition  or business of the Company and its
Subsidiaries, taken as a whole.

                  (e) No release,  threatened  release or disposal of  hazardous
waste,  solid waste or other wastes is occurring or has occurred on, under or to
any real  property  in which the  Company or any of its  Subsidiaries  holds any
interest or performs  any of its  operations,  in  violation  of any  applicable
Hazardous Materials Laws, except for any such matters which,  individually or in
the  aggregate,  would  not have a  material  adverse  effect  on the  financial
condition or business of the Company and its Subsidiaries, taken as a whole.

         7.20  Year  2000  Requirement.  The  disclosures  regarding  year  2000
compliance in the  Company's  most recent report on Form 10-K filed with the SEC
are accurate in all material respects.

         7.21  Accuracy  of  Information.  Each  of  the  Company's  audited  or
unaudited  financial  statements  furnished  to Agents  and the  Lenders  by the
Company prior to the date of this Agreement  (including  without  limitation any
draft  financial  statements in respect of the reporting  period ending December
31, 1998  furnished  by the  Company),  is complete  and correct in all material
respects  and fairly  presents  the  financial  condition of the Company and its
Subsidiaries,  taken as a whole,  and the  results of their  operations  for the
periods  covered  thereby;  any  projections  of  operations  for  future  years
previously  furnished by Company to Agents or the Lenders have been  prepared as
the Company's good faith estimate of such future operations, taking into account
all relevant  facts and matters known to Company;  since December 31, 1998 there
has been no material adverse change in the financial condition of the Company or
its  Subsidiaries,

                                      -73-

<PAGE>

taken as a whole;  neither  the  Company,  nor any of its  Subsidiaries  has any
contingent  obligations  (including any liability for taxes) not disclosed by or
reserved  against in the December  31, 1998 balance  sheet (a draft of which has
been  provided to the Lenders  prior to the  Effective  Date) which is likely to
have a material adverse effect on the Company and its  Subsidiaries,  taken as a
whole.

         7.       AFFIRMATIVE COVENANTS

         Company and each of the Permitted  Borrowers  covenants and agrees that
it will, and, as applicable,  it will cause its  Subsidiaries to, so long as any
of the Lenders are committed to make any Advances or issue any Letters of Credit
under  this  Agreement  and  thereafter  so  long  as any  Indebtedness  remains
outstanding under this Agreement:

         8.1 Preservation of Existence, Etc.

         Except as  otherwise  specifically  permitted  hereunder,  preserve and
maintain  its  corporate  existence  and  such  of  its  rights,  licenses,  and
privileges as are material to the business and  operations  conducted by it; and
qualify and remain  qualified to do business in each  jurisdiction in which such
qualification  is  material to the  business  and  operations  or  ownership  of
properties, in each case of the Company and its Subsidiaries, taken as a whole.

         8.2 Keeping of Books.  Keep proper books of record and account in which
full and correct entries shall be made of all of its financial  transactions and
its  assets  and  businesses  so as to  permit  the  presentation  of  financial
statements prepared in accordance with GAAP.

         8.3 Reporting Requirements. Furnish Agent with copies for each Lender:

                  (a) as soon as  possible,  and in any  event  within  five (5)
         calendar days after becoming aware of the occurrence of each Default or
         Event of Default, a written statement of the chief financial officer of
         the Company  (or in his/her  absence,  a  responsible  senior  officer)
         setting  forth details of such Event of Default or event and the action
         which the  Company  has taken or has caused to be taken or  proposes to
         take or cause to be taken with respect thereto;

                                      -74-

<PAGE>

                  (b) as soon as available,  and in any event within one hundred
         twenty (120) days after and as of the end of each of  Company's  fiscal
         years, a detailed  Consolidated audit report of Company certified to by
         independent  certified  public  accountants   satisfactory  to  Lenders
         together  with an  unaudited  Consolidating  report of Company  and its
         Subsidiaries certified by the chief financial officer of Company (or in
         his/her absence,  a responsible senior officer) as to consistency (with
         prior financial reports and accounting periods),  accuracy and fairness
         of presentation, and a Covenant Compliance Report;

                  (c) as soon as  available,  and in any event within sixty (60)
         days  after and as of the end of each of the first  three  quarters  of
         each year,  Consolidated and Consolidating  balance sheet and statement
         of  profit  and loss and  surplus  reconciliation  of  Company  and its
         Subsidiaries certified by the chief financial officer of Company (or in
         his/her absence,  a responsible senior officer) as to consistency (with
         prior financial reports and accounting periods),  accuracy and fairness
         of presentation, and a Covenant Compliance Report.

         (d) as soon as possible, and in any event within five (5) calendar days
         after  becoming  aware  (i)  of  any  material  adverse  change  in the
         financial  condition of the Company,  any of its Subsidiaries or any of
         the Permitted  Borrowers,  a certificate of the chief financial officer
         of Company  (or in  his/her  absence,  a  responsible  senior  officer)
         setting  forth the  details of such change or (ii) of the taking by the
         Internal  Revenue  Service or any foreign taxing  jurisdiction of a tax
         position  (verbal or  written)  which could have a  materially  adverse
         effect  upon the  Company or any of its  Subsidiaries  (or any such tax
         position taken by the Company or any of its Subsidiaries) setting forth
         the details of such position and the financial impact thereof;

         (e)(i) as soon as available,  the Company's  8-K, 10-Q and 10-K Reports
         filed with the federal Securities and Exchange  Commission,  and in any
         event,  with respect to the 10-Q Report,  within sixty (60) days of the
         end of each of the Company's fiscal  quarters,  and with respect to the
         10-K Report,  within one hundred  twenty (120) days after and as of the
         end of each of Company's  fiscal years;  and (ii) as soon as available,
         copies of all filings,  reports or other documents filed by the Company
         or any of its  Subsidiaries  with the federal  Securities  and Exchange
         Commission   or  other  federal   regulatory  or  taxing   agencies  or
         authorities in the United States, or comparable agencies or authorities
         in England,  Canada, France, Germany, the Netherlands or Israel, or any
         stock exchanges in such jurisdictions;

         (f) promptly as issued, all press releases, notices to shareholders and
         all other material communications  transmitted by the Company or any of
         its Subsidiaries;

                                      -75-

<PAGE>

         (g)  together  with the  financial  statements  delivered  pursuant  to
         Section 7.3(b) hereof, annual financial projections for the Company and
         its  Significant  Subsidiaries  covering  the  period at least  through
         Revolving Credit Maturity Date then in effect and otherwise in form and
         content reasonably acceptable to the Agent and the Lenders; and

                  (h) promptly,  and in form to be satisfactory to Agent and the
         requesting Lender or Lenders, such other information as Agent or any of
         the Lenders (acting through Agent) may request from time to time.

         8.4  Tangible  Net Worth .  Maintain,  and cause  its  Subsidiaries  to
maintain,  as of the last day of each fiscal quarter,  beginning with the fiscal
quarter  ending  December 31, 1998,  Tangible Net Worth which on a  Consolidated
basis will at no time be less Five Hundred  Fifty Two Million,  Four Hundred and
One Thousand, Three Hundred Twenty Three Dollars ($552,401,323), plus the sum of
the Net Income Adjustment and the Equity Offering Adjustment.

         8.5  Leverage  Ratio.  Maintain,  as of the  last  day of  each  fiscal
quarter, a Leverage Ratio of not more than 3.25 to 1.0.

         8.6 Fixed Charge Coverage Ratio . Maintain,  as of the last day of each
fiscal quarter, a Fixed Charge Coverage Ratio of not less than 2.0 to 1.0.

         8.7 Inspections. Permit Agent and each Lender, through their authorized
attorneys,  accountants and representatives to examine Company's and each of the
Subsidiaries'  books,  accounts,  records,  ledgers and assets and properties of
every kind and  description  wherever  located at all  reasonable  times  during
normal business hours,  upon oral or written request of Agent;  and permit Agent
and each Lender or their  authorized  representatives,  at reasonable  times and
intervals,  to visit all of its offices,  discuss its financial matters with its
officers and independent  certified  public  accountants,  and by this provision
Company  authorizes  such  accountants  to discuss the  finances  and affairs of
Company and its  Subsidiaries  (provided that Company is given an opportunity to
participate in such discussions) and examine any of its or their books and other
corporate records. An examination of the records or properties of Company or any
of its Subsidiaries may require  revealment of proprietary  and/or  confidential
data and information,  and the Agent and each of the Lenders agrees upon request
of the inspected party to execute a confidentiality  agreement  (satisfactory to
Agent or the inspecting Lender, as the case may be, and such party) on behalf of
the Agent or such inspecting  Lender and all parties making such  inspections or
examinations under its authorization; provided however that such confidentiality
agreement shall not prohibit Agent from revealing such information to Lenders or
prohibit the  inspecting  Lender from  revealing  such  information  to Agent or
another Lender.

                                      -76-

<PAGE>

         8.8 Taxes. Pay and discharge all taxes and other governmental  charges,
and all  material  contractual  obligations  calling  for the  payment of money,
before the same shall  become  overdue,  unless and to the extent only that such
payment is being  contested  in good  faith by  appropriate  proceedings  and is
reserved for, as required by GAAP on its balance sheet,  or where the failure to
pay any such matter could not have a material  adverse effect on the Company and
its Subsidiaries, taken as a whole.

         8.9 Further Assurances. Execute and deliver or cause to be executed and
delivered  within  a  reasonable  time  following  Agent's  request,  and at the
Company's  expense,  such other documents or instruments as Agent may reasonably
require to  effectuate  more fully the  purposes of this  Agreement or the other
Loan Documents.

         8.10 Insurance.  Maintain insurance coverage on its physical assets and
against  other  business  risks  in  such  amounts  and  of  such  types  as are
customarily carried by companies similar in size and nature, and in the event of
acquisition  of  additional  property,  real or personal,  or of  occurrence  of
additional risks of any nature,  increase such insurance coverage in such manner
and to such extent as prudent business  judgment and then current practice would
dictate;   and  with  all  said  policies  or  copies  thereof,   including  all
endorsements  thereon and those  required  hereunder,  to be deposited  with the
Agent. In the case of all policies  covering any Collateral,  all such insurance
policies  shall  provide  that the loss payable  thereunder  shall be payable to
Company and its  Domestic  Subsidiaries,  as  applicable,  and the Agent for the
benefit of the Lenders (Agent as mortgagee, or, in the case of personal property
interests, lender loss payee) as their respective interests may appear. Upon the
request of Agent or any Lender,  certificates  evidencing such policies shall be
delivered to Agent or such Lender, as the case may be.

         8.11 Indemnification.  With respect to the Company,  indemnify and save
each Agent and the Lenders  harmless from all  reasonable  loss,  cost,  damage,
liability or expenses,  including reasonable  attorneys' fees and disbursements,
incurred  by each of the Agents and the Lenders by reason of an Event of Default
or enforcing the  obligations  of the Company or the Permitted  Borrowers  under
this Agreement, or the other Loan Documents, or in the prosecution or defense of
any action or proceeding  concerning any matter growing out of or connected with
this Agreement, or any of the other Loan Documents or any mortgage, stock pledge
or  security  agreement  released  by  Agents or the  Lenders  from time to time
hereunder, or relating in any way to the imposition (or attempted imposition) on
Agents or Lenders  (or any of them) of any  liability  for the  violation  of or
non-compliance  by any Person (or purported  violation or  non-compliance)  with
Hazardous  Material  Laws,  other  than in any case  resulting  from  the  gross
negligence or willful misconduct of Agents or the Lenders;  and, with respect to
each of the Permitted  Borrowers,  indemnify and save each Agent and the Lenders
harmless  from  all  reasonable  loss,  cost,  damage,  liability  or  expenses,
including reasonable attorneys' fees and disbursements,  incurred by each of the
Agents and the  Lenders  with  respect to a  Permitted

                                      -77-

<PAGE>

Borrower by reason of an Event of Default or enforcing  the  obligations  of the
Permitted Borrowers under this Agreement,  or the other Loan Documents or in the
prosecution or defense of any action or proceeding concerning any matter growing
out of or connected with this  Agreement,  or any of the other Loan Documents or
any  mortgage,  stock  pledge or  security  agreement  released by Agents or the
Lenders from time to time  hereunder,  or relating in any way to the  imposition
(or attempted imposition) on Agents or Lenders (or any of them) of any liability
for the violation of or non-compliance by any Person (or purported  violation or
non-compliance)  with Hazardous  Material Laws, other than in any case resulting
from the gross negligence or willful misconduct of Agents or the Lenders.

         8.12  Governmental  and  Other  Approvals.  Apply  for,  obtain  and/or
maintain  in effect,  as  applicable,  all  material  authorizations,  consents,
approvals,  licenses,  qualifications,  exemptions,  filings,  declarations  and
registrations   (whether  with  any  court,   governmental  agency,   regulatory
authority,  securities  exchange or otherwise) which are necessary in connection
with the  execution,  delivery  and  performance:  (i) by the  Company,  of this
Agreement,  the Loan  Documents,  or any other  documents or  instruments  to be
executed  and/or  delivered by the Company in connection  therewith or herewith;
and (ii) by each of the Significant Subsidiaries, of this Agreement and the Loan
Documents.

         8.13 Compliance with  Contractual  Obligations and Laws.  Comply in all
material  respects with all  Contractual  Obligations,  and with all  applicable
laws,  rules,  regulations  and orders of any  governmental  authority,  whether
federal,  state,  local  or  foreign  (including  without  limitation  Hazardous
Materials Laws), in effect from time to time,  except to the extent that failure
to comply therewith could not reasonably be expected to have, individually or in
the aggregate, a material adverse effect on the business,  operations,  property
or financial or other  condition of the Company or the  Permitted  Borrowers and
their  respective  Subsidiaries,  taken as a whole,  and could not reasonably be
expected to materially adversely affect the ability of the Company or any of the
Significant  Subsidiaries to perform their respective  obligations  under any of
the Loan Documents to which they are a party.

         8.14  ERISA.  Comply in all  material  respects  with all  requirements
imposed by ERISA as presently in effect or hereafter promulgated or the Internal
Revenue Code (or comparable laws in applicable  jurisdictions outside the United
States of America relating to foreign pension plans) and promptly notify Lenders
upon the occurrence of any of the following events:

                  (a) the termination of any Pension Plan pursuant to Subtitle C
of Title IV of ERISA or otherwise (other than any defined  contribution plan not
subject to Section 412 of the Code and any Multiemployer Plan);

                                      -78-

<PAGE>

                  (b) the  appointment of a trustee by a United States  District
Court to administer any Pension Plan pursuant to ERISA;

                  (c) the commencement by the PBGC, or any successor thereto, of
any proceeding to terminate any Pension Plan;

                  (d) the failure of the Company or any ERISA  Affiliate to make
any payment in respect of any Pension  Plan  required  under  Section 412 of the
Internal Revenue Code;

                  (e) the withdrawal of the Company or any ERISA  Affiliate from
any Multiemployer Plan;

                  (f) the occurrence of an Accumulated  Funding  Deficiency or a
Reportable Event; or

                  (g) the  occurrence  of a Prohibited  Transaction  which could
have a material adverse effect upon the Company and its Subsidiaries, taken as a
whole.

         8.15 Environmental Matters.

         (a) (i) Not permit any of its property  (whether  real or personal,  or
any  portion  thereof)  to be  involved  in the  use,  generation,  manufacture,
storage,  disposal or transportation of Hazardous Material, except in compliance
with  Hazardous  Material  Laws,  and (ii)  keep and  maintain  all of its other
property (whether real or personal, and any portion thereof) in compliance with,
and shall not cause or permit any activity at or condition of the Collateral, or
any of its other property (whether real or personal,  or any portion thereof) to
be in violation of any  Hazardous  Material  Laws,  unless the failure to comply
therewith or violation thereof will not materially  adversely affect the Company
and its Subsidiaries, taken as a whole.

         (b)  Promptly  notify  the  Agent  in  writing  of:  (i)  any  and  all
enforcement,  cleanup,  removal  or other  governmental  or  regulatory  actions
instituted or completed pursuant to any applicable Hazardous Material Laws; (ii)
any  and  all  claims  made  by  any  Person  against  the  Company,  any of its
Subsidiaries,  the Permitted Borrowers or the TEMIC Parties, or any of its other
property (whether real or personal,  or any portion thereof) relating to damage,
contribution,  cost recovery,  compensation,  loss or injury  resulting from any
Hazardous Material which could reasonably be expected to have a material adverse
effect  on the  Company  and its  Subsidiaries,  taken  as a  whole;  and  (iii)
Company's  discovery of any  occurrence  or  condition  on any real  property or
fixtures  constituting  a part of,  adjoining  or in the  vicinity of any of its
property  that could cause any such property (or any part thereof) to be subject
to any material restrictions on the ownership, occupancy, transferability or use
thereof under any Hazardous  Material Laws.

                                      -79-

<PAGE>

The  Agent,  on  behalf  of the  Lenders,  shall  have  the  right  to join  and
participate  in, as a party if it or they so elect,  any  legal  proceedings  or
actions   initiated  in  connection  with  any  of  the  matters   described  in
subparagraphs  (b) (i) or (b) (ii),  above,  and the  Company  agrees to pay the
Agent's reasonable attorneys fees in connection therewith.

         (c)  Take  any  material  remedial  action  as  may be  required  under
applicable law in response to the presence of any Hazardous  Material on, under,
or about any of its property  (whether real or personal,  or any part  thereof),
and, pursuant thereto, may enter into settlement agreements, consent decrees, or
other  compromises in respect of any of the matters  described in  subparagraphs
(b) (i) through (iii),  above,  provided  that, in each case,  Company has given
Lenders not less than thirty (30) days prior written notice thereof.

         (d) With respect to the properties  and  operations of TEMIC,  commence
and diligently proceed to completion with the necessary remedial,  corrective or
other actions  identified in the  Environmental  Audits,  as  applicable,  or as
required under the TEMIC Acquisition Agreement,  and cause the TEMIC Parties (to
the  extent  of  their  respective   obligations  under  the  TEMIC  Acquisition
Agreement) to do so, according to the time periods specified  therein,  or if no
time periods are so specified, as soon as reasonably practicable;  provided that
Company's  obligations under this subparagraph (d) shall not reduce or otherwise
affect Company's other obligations hereunder.

         (e) Agent may retain  (on its own behalf and on behalf of the  Lenders,
but at  Company's  sole  expense)  such  Environmental  Auditors  as  reasonably
necessary to evaluate and/or confirm Company's environmental responses,  reports
or other matters,  including  Company's  compliance with Hazardous Material Laws
generally, under this Section 7.15, or elsewhere herein.

         8.16 Future Subsidiaries .

         (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,  (x) a  Joinder  Agreement
whereby such Significant  Domestic  Subsidiary  becomes obligated as a Guarantor
under  the  Domestic  Guaranty  and  (y)  a  Joinder  Agreement,   whereby  such
Significant  Domestic Subsidiary becomes obligated under the applicable Security
Agreement and (ii) in the case of each  Significant  Foreign  Subsidiary,  (a) a
Joinder Agreement whereby such Significant  Foreign Subsidiary becomes obligated
as a Guarantor under the Foreign Guaranty and (b) a Joinder  Agreement,  whereby
each Significant  Foreign  Subsidiary  incorporated under the laws of the United
States of America becomes obligated under the applicable Security Agreement; and

                                      -80-

<PAGE>

         (b) With respect to the share capital (or other ownership interests) of
each Person,  which becomes a Foreign Significant  Subsidiary  subsequent to the
Effective Date,  within sixty days of the date such Person is created,  acquired
or becomes a Significant  Subsidiary (whichever first occurs), the Company shall
execute,  or cause to be executed,  and deliver to the Agent a Pledge  Agreement
encumbering  subject to Section 7.17 hereof,  with a first  priority Lien 65% of
the share  capital of each such  Significant  Foreign  Subsidiary  to secure the
Indebtedness  of the  Company  and  the  Domestic  Permitted  Borrowers  and the
Indebtedness  (as such term is defined  therein) of such parties under the Short
Term  Revolving  Credit  Agreement  and 100% of the share  capital  of each such
Foreign  Significant  Subsidiary  to  secure  the  Indebtedness  of the  Foreign
Permitted Borrowers hereunder; and

         (c) With respect to the share capital (or other ownership interests) of
each Person, which becomes a Significant  Domestic Subsidiary  subsequent to the
Effective Date, within thirty days of the date such Person is created,  acquired
or becomes a Significant  Subsidiary (whichever first occurs), the Company shall
execute,  or cause to be  executed,  and  deliver  to the  Agent a stock  pledge
encumbering hereof, 100% of the share capital of each such Significant  Domestic
Subsidiary to secure the Indebtedness of the Company and the Permitted Borrowers
and the  Indebtedness  of such  parties  under the Short Term  Revolving  Credit
Agreement;

in each case in form  satisfactory  to the Agent and the  Required  Lenders,  in
their  reasonable  discretion,  together  with  such  supporting  documentation,
including  without  limitation  financing  statements,   acknowledgments,  stock
powers,   registrations   and  like  documents,   corporate   authority   items,
certificates  and opinions of counsel,  as reasonably  required by the Agent and
the  Required  Lenders and the Company  shall take,  or cause to be taken,  such
steps as are necessary or advisable  under  applicable  law to perfect the liens
granted under clauses (c) and (d) hereof.

         8.17  Foreign  Subsidiaries  Security . If,  following  a change in the
relevant  sections  of the  Internal  Revenue  Code or the  regulations,  rules,
rulings,   notices  or  other  official  pronouncements  issued  or  promulgated
thereunder,  counsel for the Company and the Permitted  Borrowers  acceptable to
the  Required  Lenders does not within 30 days after a request from the Agent or
the  Required  Lenders  deliver  evidence,   in  form  and  substance   mutually
satisfactory to the Required Lenders and the Company, that, with respect to each
Significant  Foreign Subsidiary whose entire share capital, to the extent owned,
directly or indirectly,  by the Company has not been  encumbered in favor of the
Lenders (a) a pledge of 66-2/3 % or more of the total  combined  voting power of
all classes of capital stock of such Foreign Subsidiary entitled to vote and (b)
the entering into a guaranty in substantially  the form of the Domestic Guaranty
by such  Significant  Foreign  Subsidiary,  in either  such case would cause the
undistributed  earnings of such Significant Foreign Subsidiary as determined for
Federal  income  tax  purposes  to be  treated  as a  deemed  dividend  to  such
Significant  Foreign  Subsidiary's  United States parent for Federal

                                      -81-

<PAGE>

income  tax  purposes,  then in the case of a failure to  deliver  the  evidence
described  in  clause  (a)  above,  that  portion  of such  Significant  Foreign
Subsidiary's  outstanding  capital stock so issued by such  Significant  Foreign
Subsidiary  not  theretofore  pledged  pursuant to a Pledge  Agreement  shall be
pledged  to the  Agent  for the  benefit  of the  Lenders  pursuant  to a Pledge
Agreement (or another pledge agreement in substantially similar form, if needed)
and,  in the case of failure to deliver  the  evidence  described  in clause (b)
above,  such  Significant  Foreign  Subsidiary  shall  execute  and  deliver the
Domestic  Guaranty  (or another  guaranty  in  substantially  the same form,  if
needed),  in each case to the extent that  entering  into a Pledge  Agreement or
such Guaranty is permitted under the laws of the respective foreign jurisdiction
and all  such  documents  delivered  pursuant  to this  Section  7.17  shall  be
satisfactory to the Required Lenders.

         8.18  Siliconix  .  Upon  the  purchase  or  other  acquisition  of any
additional  shares  of  stock  of  Siliconix,  shall  cause  such  shares  to be
encumbered  as security for the  Indebtedness  of the Company and the  Permitted
Borrowers according to the terms of the applicable Pledge Agreement;  and within
thirty (30) days of the date on which Siliconix shall become a 100%  Subsidiary,
cause  Siliconix to become a party, by execution of Joinder  Agreements,  to the
Domestic  Guaranty  and  to the  applicable  Security  Agreement  in  each  case
according to the requirements set forth in Section 7.16 hereof.

         8.19  Security  and Defense of  Collateral  . Take such  actions as the
Agent or the  Required  Lenders  may from  time to time  reasonably  request  to
establish and maintain first perfected security interests in and Liens on all of
its Collateral,  subject only to Permitted Liens and other liens permitted under
Section 8.2 hereof;  and defend the  Collateral  from any Liens other than Liens
permitted by Section 8.2.

         8.20 Vishay Israel . Within  forty-five  (45) days following the end of
each fiscal year ending after the Effective Date, cause Vishay Israel to request
from Israel's  Comptroller  of Foreign  Exchange  authorization  to increase the
limit  on  the  Pledge  Agreement   executed  and  delivered  by  Vishay  Israel
encumbering  the shares of Vishay Europe,  to the extent of any increases  after
the Effective Date in the amount of Vishay Israel's  investment in Vishay Europe
and as  soon as  reasonably  practicable  following  receipt  of such  approval,
execute  and  deliver an  amendment  in form  satisfactory  to the Agent and the
Required Lenders, in their reasonable discretion,  together with such supporting
documentation,   including  without   limitation   corporate   authority  items,
certificates  and opinions of counsel,  as reasonably  required by the Agent and
the  Required  Lenders and the Company  shall take,  or cause to be taken,  such
steps as are necessary or advisable  under  applicable  law to perfect the liens
granted under such Pledge Agreement as amended thereby.

         8.21 Use of Proceeds . The Advances of the Revolving Credit made to the
Company or any  Permitted  Borrower  shall be used by Company or such  Permitted
Borrower solely for

                                      -82-

<PAGE>

general corporate  purposes,  including without  limitation  working capital and
acquisitions.  None of the  proceeds of the Advances  made under this  Agreement
will be used in violation of any applicable law or regulation including, without
limitation,  Regulation  U of the  Board of  Governors  of the  Federal  Reserve
System.

         8.22  Completion of the  Singapore/Taiwan  Restructuring . On or before
December 31, 1999, cause the Singapore/Taiwan  Restructuring to be completed and
provide the Agent with satisfactory evidence thereof.

         8. NEGATIVE COVENANTS

         Company and each of the Permitted Borrowers covenant and agree that, so
long as any of the  Lenders  are  committed  to make any  Advances  or issue any
Letters  of  Credit  under  this   Agreement  and  thereafter  so  long  as  any
Indebtedness  remains  outstanding,  it will  not,  and it will  not  allow  its
Subsidiaries, to:

         9.1 Capital Structure, Business Objects or Purpose. Except as otherwise
specifically permitted under this Agreement,

                  (a)  purchase,  acquire  or redeem any of its  capital  stock,
         except for non-vested  stock granted to  participants  under the Vishay
         Stock Plans; and

         (b) make any  material  change  in its  capital  structure  or  general
         business  objects or purpose or enter into any  business,  directly  or
         through  any  Subsidiary,  except  for  those  businesses  in which the
         Company and its  Subsidiaries are engaged on the date of this Agreement
         or other businesses in the electronic  components industry or which are
         directly related thereto.

         9.2 Limitations on Fundamental  Changes.  Enter into any transaction of
merger,  consolidation  or  amalgamation,  or purchase or  otherwise  acquire or
become  obligated  for the purchase of all or  substantially  all of the assets,
business  interests  or shares of  capital  stock of any  Person or in any other
manner  effectuate or attempt to effectuate an expansion of present  business by
acquisition or liquidate,  wind up or dissolve itself (or suffer any liquidation
or dissolution),  or convey, sell, lease, assign,  transfer or otherwise dispose
of, all,  substantially all or any part of its property,  business or assets, or
make any material change in its present method of conducting business, except:

                  (a) any Subsidiary may be merged or consolidated  with or into
the  Company  (so  long  as  Company  shall  be  the   continuing  or  surviving
corporation); any Domestic Subsidiary may be merged or consolidated with or into
any 100% Domestic  Subsidiary (so long as such

                                      -83-

<PAGE>

100% Domestic Subsidiary shall be the continuing or surviving corporation);  and
any  Foreign  Subsidiary  may be  merged or  consolidated  with or into any 100%
Domestic  Subsidiary  or into  any 100%  Foreign  Subsidiary  (excluding  Vishay
Israel) so long as such 100% Domestic Subsidiary or such 100% Foreign Subsidiary
shall be the continuing or surviving corporation);

                  (b) any  Subsidiary  may sell,  lease,  transfer or  otherwise
dispose of any or all of its assets (upon voluntary liquidation or otherwise) to
the Company;

                  (c) any  Domestic  Subsidiary  may sell,  lease,  transfer  or
otherwise  dispose of any or all of its assets (upon  voluntary  liquidation  or
otherwise) to any other Domestic  Subsidiary  which is a 100% Subsidiary and any
Foreign Subsidiary may sell, lease,  transfer or otherwise dispose of any or all
of its  assets  (upon  voluntary  liquidation  or  otherwise)  to  any  Domestic
Subsidiary  or to  any  other  Foreign  Subsidiary  (excluding  Vishay  Israel),
provided that such Subsidiary is a 100% Subsidiary;

                  (d)  any  Person  other  than  a   Subsidiary   may  merge  or
consolidate with and into the Company or any 100% Subsidiary  (excluding  Vishay
Israel)  so  long as (i)  the  Company  or such  100%  Subsidiary  shall  be the
surviving  corporation and (ii) immediately  before and immediately after giving
effect to such  merger or  consolidation,  no Default or Event of Default  shall
have occurred and be continuing;

                  (e)      Permitted Transfers;

                  (f) other sales, transfers or other dispositions of any assets
of the  Company and its  Subsidiaries  from and after the  Effective  Date in an
aggregate  amount not to exceed (i) 15% of Tangible Net Worth in any fiscal year
and (ii) 20% of Tangible  Net Worth for any period of three  consecutive  fiscal
years (or portion  thereof)  beginning with fiscal year 1998,  determined on the
basis of Tangible Net Worth for the fiscal quarter ending  immediately  prior to
the date of determination;

                  (g)      Permitted Acquisitions; and

                  (h)      the Permitted Siliconix Merger.

         9.3 Guaranties.  Guarantee,  endorse, or otherwise become liable for or
upon the obligations of others,  except by endorsement of cash items for deposit
in the ordinary course of business and except for (i) the  Guaranties,  (ii) the
guaranties executed pursuant to the Short Term Revolving Credit Agreement, (iii)
guaranties  by the Company of Hedging  Obligations  entered  into by any Foreign
Subsidiary,  (iv) performance  guaranties given by Company pursuant to the

                                      -84-

<PAGE>

TEMIC Acquisition Documents,  and (v) guaranties of indebtedness as set forth on
Schedule 8.3 attached hereto or as permitted under Section 8.7(g) hereof.

         9.4 Debt.  Become or remain  obligated for any Debt for borrowed money,
or for any Debt incurred in  connection  with the  acquisition  of any property,
real or personal, tangible or intangible, except:

                  (a) Indebtedness to Lenders (or their Affiliates) hereunder;

                  (b)  Indebtedness   under  the  Short  Term  Revolving  Credit
Agreement;

                  (c)  current  unsecured  trade,  utility or  non-extraordinary
accounts  payable  arising in the ordinary  course of business and any unsecured
letters of credit  undertaken by such parties in the ordinary course of business
outside the United  States of America  (and  necessary  under local  customs and
practices) to support such accounts payable;

                  (d)   purchase   money  Debt  for  fixed   assets   (including
capitalized leases or other non-cancelable  leases having a term of 12 months or
longer),  provided  that the aggregate  amount of all such  purchase  money Debt
outstanding  at any time shall not exceed seven and one-half  percent  (7.5%) of
Tangible Net Worth;

                  (e) any Debt assumed  pursuant to an acquisition  conducted in
compliance  with this  Agreement,  provided that such Debt was not entered into,
extended or renewed in  contemplation  of such  acquisition and provided further
that the  aggregate  amount of all such Debt at any time  outstanding  shall not
exceed six percent (6%) of Tangible Net Worth;

                  (f) Debt to third  parties in an aggregate  amount at any time
outstanding not to exceed $55,000,000;  provided that such Debt be issued and at
all times maintained on a pari passu basis with the Indebtedness,  or on a basis
subordinate thereto, and pursuant to documentation containing covenants not more
restrictive in the aggregate than the covenants  contained in this Agreement (as
determined by the Agent and Required Lenders in their reasonable discretion) and
provided further,  however,  that immediately  before and immediately after such
Debt is incurred,  and giving effect thereto, no Default or Event of Default has
occurred  and is  continuing  (it being  understood  that for  purposes  of this
Section  8.4(f),  the granting of Liens which are  permitted  under  Section 8.5
hereof  shall not be  deemed  to  constitute  the  entry  into more  restrictive
covenants or to be other than on a pari passu basis);

                  (g) Intercompany Loans, but only to the extent permitted under
the other applicable terms and limitations of this Agreement,  including but not
limited to Section 8.7 hereof;

                                      -85-

<PAGE>

                  (h) unsecured Debt issued under Rule 144 of the Securities Act
of 1933 or pursuant to a private  placement in an aggregate  amount for all such
Debt issued under this subparagraph (but without giving effect to any repayments
or  principal  reductions  thereof)  not to exceed Two Hundred  Million  Dollars
($200,000,000);  provided that such Debt be issued and all times maintained on a
pari passu basis with the Indebtedness,  or on a basis subordinate  thereto, and
pursuant to  documentation  containing  covenants  not more  restrictive  in the
aggregate  than the covenants  contained in this Agreement (as determined by the
Agent  and the  Required  Lenders  in  their  reasonable  discretion);  provided
further,  however,  that immediately  before and immediately  after such Debt is
incurred, and giving effect thereto, no Default or Event of Default has occurred
and is continuing;  and provided further that prior to or concurrently  with the
issuance of such Debt, the Revolving Credit Aggregate  Commitment is permanently
reduced by an amount  equal to not less than 75% of the  proceeds  of such Debt,
net of normal and customary expenses of issuance payable to third parties;

                  (i)  unsecured  Debt  incurred  by LPSC and not  covered  by a
Guaranty Obligation, Hedging Obligations and Stock Option Plan Debt.

9.5 Liens.  Permit or suffer any Lien to exist on any of its  properties,  real,
personal  or mixed,  tangible  or  intangible,  whether  now owned or  hereafter
acquired, except:

                  (a)  Liens  in  favor  of  the  Agent,  as  security  for  the
Indebtedness  hereunder,  for the  indebtedness  under the Short Term  Revolving
Credit Agreement and for indebtedness under any Hedging Obligations;

                  (b)  purchase  money  security  interests  in fixed  assets to
secure purchase money Debt permitted under Section 8.4(d) hereof,  provided that
such  security  interest  is created  substantially  contemporaneously  with the
acquisition  of such fixed assets and does not extend to any property other than
the fixed assets so financed;

                  (c)  any  lien  securing   third-party   indebtedness  assumed
pursuant  to  any  Permitted  Acquisition  conducted  in  compliance  with  this
Agreement,  provided  that such lien is limited to the  property so acquired and
was not entered into, extended or renewed in contemplation of such acquisition;

                  (d) Permitted Company Encumbrances and Permitted  Encumbrances
of the Subsidiaries; and

                                      -86-

<PAGE>

                  (e)  Liens  securing  Debt  otherwise   permitted   hereunder,
provided that the aggregate  principal  amount of all such Debt which is secured
by a Lien shall not exceed Five Million Dollars ($5,000,000).

         9.6  Dividends.  Declare  or pay any  dividends  on or make  any  other
distribution  with respect to (whether by reduction of  Stockholder's  Equity or
otherwise)  any shares of its  capital  stock,  except for stock  dividends  and
except for (a) cash dividends by any 100% Subsidiary to the Company or any other
100% Subsidiary which has executed a Guaranty  hereunder,  (b) dividends paid in
cash or in kind by any Subsidiary which is not a 100% Subsidiary or by any Joint
Venture,  provided that such  dividends are paid to each holder of share capital
therein (including Company or any of its other Subsidiaries) on a pro rata basis
(based on the  relative  amounts of share  capital held by each such holder) and
provided  further  that  such  dividends  are paid to the  Company  or its other
Subsidiaries   on   substantially   the   same   (or   better)   terms  as  (and
contemporaneously with) any dividends paid to Persons other than the Company and
its  Subsidiaries,  (c) cash  dividends by Vishay Europe which are reinvested in
Vishay Europe by its  shareholders in compliance with Section 8.7 hereof and (d)
cash dividends by Vishay Electronic which are reinvested in Vishay Electronic by
Vishay Europe in compliance with Section 8.7, hereof.

9.7  Investments.  Make or allow to remain  outstanding any investment  (whether
such  investment  shall be of the  character of  investment  in shares of stock,
evidences of indebtedness or other  securities or otherwise) in, or any loans or
advances to, any Person, firm, corporation or other entity or association, other
than:

                  (a) Company's equity  ownership  interests in the Subsidiaries
as of the Effective Date;

                  (b)  Additional  cash  investment  in  Vishay  Europe  by  its
shareholders  or in Vishay  Electronic  by Vishay  Europe,  which is  applied by
Vishay Europe or Vishay Electronic,  as the case may be,  concurrently with such
investment  to reduce its  Indebtedness  under this  Agreement or the Short Term
Revolving  Credit  Agreement,  in  substantially  the amount of such  additional
investment;

                  (c) The existing  investments,  loans and/or advances in or to
Subsidiaries set forth on Schedule 8.7 hereto,  in addition to any other matters
set forth in this Section 8.7;

                  (d) Intercompany Loans,  Advances,  or Investments existing on
or  after  the  Effective  Date  hereunder  to  Company,  or by  Company  or any
Subsidiary to Company or any 100% Subsidiary (excluding Vishay Israel), provided
that  both  before  and  after  giving  effect to

                                      -87-

<PAGE>

any such  loans,  advances  or  investments,  no Default or Event of Default has
occurred and is continuing under this Agreement;

                  (e) Intercompany Loans, Advances or Investments existing on or
after the Effective Date by Company or any Subsidiary to Vishay Israel or to any
Subsidiary  which does not  constitute a 100%  Subsidiary  other than  Siliconix
(provided that any Intercompany Loan included therein be evidenced by and funded
under an Intercompany Note encumbered  pursuant to a Pledge Agreement),  without
regard to any repayment of such loans,  advances or investments  (other than the
repayment or recovery of capital or  principal),  provided  that at the time any
such  loan,  advance or  investment  is made  (before  and after  giving  effect
thereto)  no Default or Event of Default  has  occurred  and is  continuing  and
provided  further  that the  aggregate  amount of all such loans,  advances  and
investments  shall not exceed,  at any time  outstanding,  10% of  Tangible  Net
Worth;

                  (f)  Intercompany  Loans to Siliconix,  but only to the extent
evidenced  by and funded under an  Intercompany  Note  encumbered  pursuant to a
Pledge Agreement,  provided that both before and after giving effect to any such
loans, advances or investments,  no Default or Event of Default has occurred and
is continuing under this Agreement;

                  (g)  loans,  advances  or  investments  made on or  after  the
Effective  Date  (without  regard to any  repayment  of such loans,  advances or
investments,  other than the  repayment  of capital or  principal)  to any Joint
Venture or other Person,  including without limitation guaranties by the Company
or any Subsidiary  (valued on the basis of the aggregate  amount of indebtedness
covered by a guaranty) of third-party  indebtedness of any such Joint Venture or
other Person,  which loans,  advances or investments are not otherwise permitted
under this Section 8.7, in an aggregate  amount at any time  outstanding  not to
exceed five percent (5%) of Tangible Net Worth;

                  (h) the Remaining Siliconix Acquisition,  subject to the terms
and conditions of this Agreement;

                  (i)  investments,  whether by acquisition of shares of Capital
Stock,  indebtedness or other obligations or security of, any Person (other than
a  Subsidiary  or an  Affiliate)  which  is a  customer  of the  Company  or any
Subsidiary,  which  investment  was made in exchange  for  amounts  owed by such
customer to the Company or any Subsidiary  (and incurred in the ordinary  course
of  business)  or as an advance on the  provision  of goods and  services in the
ordinary course of business;

                  (j)  Hedging  Obligations  and  guaranties  by the  Company of
Hedging Obligations  entered into by any Foreign  Subsidiary;  and

                                      -88-

<PAGE>

(k) Permitted Investments.

In valuing any  investments,  loans and advances for the purpose of applying the
limitations  set  forth in this  Section  8.7  (except  as  otherwise  expressly
provided  herein),  such  investments,  loans and advances shall be taken at the
original  cost  thereof,  without  allowance  for any  subsequent  write-offs or
appreciation or depreciation therein, but less any amount repaid or recovered on
account of capital or principal.

         9.8  Accounts  Receivable.  Sell or assign any  account,  note or trade
acceptance receivable, except to Agent on behalf of the Lenders.

         9.9 Transactions  with Affiliates.  Enter into any transaction with any
of its or their  stockholders or officers or its or their affiliates,  except in
the ordinary  course of business and on terms not less  favorable  than would be
usual and customary in similar  transactions  between  Persons  dealing at arm's
length.

         9.10 Operations of Vishay Israel.  Permit the normal  manufacturing  or
other  operations  of  Vishay  Israel  (or  of  Company  or  any  of  its  other
Subsidiaries conducted in Israel) to be interrupted,  stopped or delayed for any
period  of  fourteen  (14)  consecutive  days,   excluding  regularly  scheduled
vacations and holidays in the ordinary course of such operations.

         9.11  Prohibition  Against  Certain  Restrictions.  (a)  Enter  into or
otherwise  become  subject  to any  agreement  or  arrangement  (excluding  this
Agreement) with any lender or other third party (i) which  prohibits,  restricts
or  otherwise  limits  the  ability  of  Company  to  make  loans,  advances  or
investments  to its  Subsidiaries  or which  prohibits,  restricts  or otherwise
limits the ability of any  Subsidiary to make loans,  advances or investments in
any other  Subsidiary (ii) which  prohibits,  restricts or otherwise  limits the
ability of any  Subsidiary  to declare or pay any dividends on or make any other
distribution  with  respect to any shares of its capital  stock,  or (iii) which
prohibits,  restricts or otherwise limits the execution, delivery or performance
by Company or any Subsidiary of any guaranty,  indemnity or similar  undertaking
in favor of Agent or the Lenders.

         (b) Enter  into any  agreement,  document  or  instrument  which  would
restrict or prevent Company and its  Subsidiaries  from granting Agent on behalf
of Lenders  liens upon,  security  interests in and pledges of their  respective
assets which are senior in priority to all other Liens.

         9.12 Amendment of the TEMIC Acquisition  Agreement or Lite-On Documents
 . Amend,  modify or  otherwise  alter (or  suffer  to be  amended,  modified  or
altered)  any of the  material  terms and  conditions  of the TEMIC  Acquisition
Agreement or the Lite-On Documents in any respect which is materially adverse to
the Company, as determined by Company in its

                                      -89-

<PAGE>

reasonable  discretion,  without  the prior  written  approval  of Agent and the
Required Lenders;  provided that promptly following any amendment to any of such
documents,  Company  shall  provide  Agent with copies of such  amendments,  for
distribution to the Lenders.

         9. DEFAULTS

         10.1 Events of  Default.  Any of the  following  events is an "Event of
Default":

                  (a)  non-payment  when due of the principal or interest of any
         Advance in accordance  with the terms  thereof or of any  reimbursement
         obligation  under  Section  3.6  hereof,  and in the  case of  interest
         payments, continuance thereof for three (3) days;

                  (b)  default in the  payment of any money by Company or any of
         the Permitted  Borrowers under this Agreement  (other than as set forth
         in subsection (a), above) or the other Loan Documents,  and continuance
         thereof for three (3) days of the date the same is due and payable;

                  (c) default in the  observance  or  performance  of any of the
         other  conditions,  covenants or agreements set forth in this Agreement
         or any of the other Loan Documents by any party thereto (provided that,
         with respect to the covenants set forth in Sections  7.8,  7.10,  7.12,
         7.13  and 7.14  hereof,  such  event  has  continued  for  thirty  (30)
         consecutive  days) or the  occurrence  of any other default or Event of
         Default, as the case may be hereunder or thereunder;

                  (d) any  representation  or warranty made by Company or any of
         the Permitted Borrowers herein or in any instrument  submitted pursuant
         hereto or by any other party to the Loan Documents proves untrue in any
         material adverse respect when made;  provided that, with respect to any
         misrepresentation  or breach of warranty arising subsequent to the date
         hereof  under  Sections  6.7,  6.8,  6.13 through 6.15 and 6.18 of this
         Agreement  solely by virtue of the  nature of the  representations  and
         warranties hereunder as continuing,  (i) as to Section 6.8, hereof, any
         applicable  cure period  existing in respect of such matters shall have
         expired  and  (ii)  as to the  remaining  Sections  of  this  Agreement
         specified in this subparagraph (d), such misrepresentation or breach of
         warranty  hereunder  shall have  continued  for a period of thirty (30)
         consecutive days;

                  (e) any provision of any Guaranty,  or any Collateral Document
         shall at any time for any reason  (other  than in  accordance  with its
         terms or the terms of this Agreement) cease to be valid and binding and
         enforceable  against the Company or the  Significant  Subsidiaries,  as
         applicable,  or the validity,  binding effect or enforceability thereof
         shall  be  contested  by  any  Person,  or  the  Company  or any of the
         Significant  Subsidiaries  shall

                                      -90-

<PAGE>

         deny  that it has any or  further  liability  or  obligation  under any
         Guaranty, or any Collateral Document,  as applicable,  or any Guaranty,
         or any  Collateral  Document  shall be  terminated,  invalidated or set
         aside or in any way cease to give or  provide  to the  Lenders  and the
         Agent the benefits purported to be created thereby;

                  (f) default in the payment of any other obligation of Company,
         its  Subsidiaries or any of the Permitted  Borrowers for borrowed money
         in excess  of Ten  Million  Dollars  ($10,000,000)  (or the  equivalent
         thereof in an Alternative Currency),  individually or in the aggregate;
         or  default  in  the  observance  or  performance  of  any  conditions,
         covenants  or  agreements  related or given  with  respect to any other
         obligations for borrowed money in an aggregate  amount in excess of Ten
         Million  Dollars   ($10,000,000)  (or  the  equivalent  thereof  in  an
         Alternative Currency), which is sufficient to permit the holder thereof
         to accelerate the maturity of such obligation;

                  (g) the rendering of any judgment or judgments for the payment
         of money in excess of the sum of Ten Million Dollars  ($10,000,000) (or
         the Alternative  Currency  equivalent thereof) in the aggregate against
         Company, any of its Subsidiaries or any of the Permitted Borrowers, and
         such judgments shall remain unpaid, unvacated,  unbonded or unstayed by
         appeal  or  otherwise  for a period of thirty  (30)  consecutive  days,
         except as covered by adequate insurance with a reputable carrier and an
         action is pending in which an active defense is being made with respect
         thereto;

                  (h) any  Person  shall  engage in any  Prohibited  Transaction
         involving any Pension Plan,  (ii) any Accumulated  Funding  Deficiency,
         whether or not waived,  shall exist with respect to any Pension Plan or
         any  Lien in favor of the PBGC or a  Pension  Plan  shall  arise on the
         assets of the Company or any ERISA Affiliate,  (iii) a Reportable Event
         shall occur with respect to, or  proceedings  shall  commence to have a
         trustee appointed, or a trustee shall be appointed, to administer or to
         terminate,  any Single  Employer  Plan,  (iv) any Single  Employer Plan
         shall terminate for purposes of Title IV of ERISA or (v) the Company or
         any ERISA Affiliate shall, or in the reasonable opinion of the Required
         Lenders  is  likely  to,  incur  any  liability  in  connection  with a
         withdrawal from, or the insolvency,  bankruptcy or reorganization of, a
         Multiemployer  Plan and in each case in clauses  (i) through (v) above,
         (x) a  period  of  sixty  (60)  days,  or more,  has  elapsed  from the
         occurrence  of such event or condition and (y) such event or condition,
         together  with all other  such  events  or  conditions,  if any,  could
         reasonably   be   expected  to  subject  the  Company  or  any  of  its
         Subsidiaries to any tax, penalty or other  liabilities in the aggregate
         material in relation to the business, operations, property or financial
         or other  condition  of the  Company  and its  Subsidiaries  taken as a
         whole;

                                      -91-

<PAGE>

                  (i) (A) any one Person or group of  Persons  acting in concert
         shall acquire or control, directly or indirectly, whether by ownership,
         proxy,  voting trust or otherwise,  twenty percent (20%) or more of the
         voting power of the issued and outstanding stock of Company, other than
         (x) any Person or group of Persons  beneficially  owning,  directly  or
         indirectly,  as of the date hereof  capital  stock of the Company  with
         twenty  percent (20%) or more of such voting power or (y) any Permitted
         Transferee;  or (B) individuals who constitute the Continuing Directors
         cease for any reason to constitute at least a majority of the Company's
         directors  (for  purposes  of  this  Section   9.1(i)(B),   "Continuing
         Director"  means any  director  who is  currently  a  director  and any
         director  who is  nominated  or  elected by a  majority  of  Continuing
         Directors who are then directors);

                  (j) If a creditors'  committee  shall have been  appointed for
         the  business of Company or any of its  Subsidiaries;  or if Company or
         any of its  Subsidiaries  shall have made a general  assignment for the
         benefit of creditors or shall have been adjudicated  bankrupt, or shall
         have filed a voluntary  petition in bankruptcy or for reorganization or
         to effect a plan or arrangement with creditors or shall fail to pay its
         debts  generally  as such debts  become due in the  ordinary  course of
         business  (except as  contested  in good  faith and for which  adequate
         reserves are made in such party's financial statements);  or shall file
         an answer to a creditor's  petition or other petition filed against it,
         admitting  the  material  allegations  thereof for an  adjudication  in
         bankruptcy  or  for  reorganization;  or  shall  have  applied  for  or
         permitted the appointment of a receiver or trustee or custodian for any
         of its property or assets; or such receiver, trustee or custodian shall
         have been appointed for any of its property or assets  (otherwise  than
         upon application or consent of Company, or any of its Subsidiaries) and
         such  appointment  has not been  dismissed or stayed within thirty (30)
         days  from  the  date of  appointment  or if an  order  for  relief  or
         otherwise  approving any petition for  reorganization of Company or any
         of its Subsidiaries shall be entered; or if an involuntary  petition is
         filed  against  Company  or any of its  Subsidiaries  and  shall not be
         dismissed  or stayed  within  thirty  (30) days from the date of filing
         thereof.

         10.2  Exercise of Remedies.  If an Event of Default has occurred and is
continuing hereunder:  (a) the Agent shall, if directed to do so by the Required
Lenders,  declare  any  commitment  of the  Lenders to extend  credit  hereunder
immediately  terminated;  (b)  the  Agent  shall,  if  directed  to do so by the
Required  Lenders,  declare the entire unpaid  Indebtedness  immediately due and
payable,  without  presentment,  notice  or  demand,  all of  which  are  hereby
expressly waived by Company and the Permitted Borrowers; (c) upon the occurrence
of any Event of Default  specified in Section 9.1(j) above, and  notwithstanding
the lack of any declaration by Agent under the preceding  clause (a) or (b), the
Lenders'   commitments  to  extend  credit   hereunder  shall   immediately  and
automatically   terminate  and  the  entire  unpaid  Indebtedness  shall  become
automatically  due and payable without  presentment,  notice or

                                      -92-

<PAGE>

demand;  (d) the Agent  shall,  upon  being  directed  to do so by the  Required
Lenders, demand immediate delivery of cash collateral,  and the Company and each
Account Party agree to deliver such cash  collateral  upon demand,  in an amount
equal to the maximum  amount that may be available to be drawn at any time prior
to the stated  expiry of all  outstanding  Letters of Credit;  and (e) the Agent
shall,  if  directed  to do so by  the  Required  Lenders  or  the  Lenders,  as
applicable (subject to the terms hereof),  exercise any remedy permitted by this
Agreement, the other Loan Documents or law.

         10.3 Rights Cumulative.  No delay or failure of Agent and/or Lenders in
exercising  any right,  power or  privilege  hereunder  shall affect such right,
power or privilege,  nor shall any single or partial  exercise  thereof preclude
any other or further exercise thereof, or the exercise of any other power, right
or privilege.  The rights of Lenders under this Agreement are cumulative and not
exclusive of any right or remedies which Lenders would otherwise have.

         10.4 Waiver by Company and Permitted  Borrowers of Certain  Laws;  JURY
WAIVER.  To the extent  permitted  by  applicable  law,  Company and each of the
Permitted  Borrowers  hereby  agree  to  waive,  and do  hereby  absolutely  and
irrevocably  waive and  relinquish  the benefit and advantage of any  valuation,
stay,  appraisement,  extension  or  redemption  laws now  existing or which may
hereafter exist, which, but for this provision,  might be applicable to any sale
made under the judgment, order or decree of any court, on any claim for interest
on any principal of any Advance,  AND FURTHER HEREBY  IRREVOCABLY AGREE TO WAIVE
THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY AND ALL ACTIONS OR PROCEEDINGS IN
WHICH AGENT OR THE LENDERS (OR ANY OF THEM), ON THE ONE HAND, AND THE COMPANY OR
ANY OF THE PERMITTED BORROWERS,  ON THE OTHER HAND, ARE PARTIES,  WHETHER OR NOT
SUCH  ACTIONS  OR  PROCEEDINGS  ARISE OUT OF THIS  AGREEMENT  OR THE OTHER  LOAN
DOCUMENTS,  OR OTHERWISE.  These waivers have been voluntarily  given, with full
knowledge of the consequences thereof.

         10.5  Waiver of  Defaults.  No Event of Default  shall be waived by the
Lenders except in a writing signed by an officer of the Agent in accordance with
Section  13.11  hereof.  No single or partial  exercise  of any right,  power or
privilege hereunder,  nor any delay in the exercise thereof,  shall preclude any
other or further  exercise  of the  Lenders'  rights by Agent.  No waiver of any
Event of Default  shall  extend to any other or  further  Event of  Default.  No
forbearance  on the part of the Agent in enforcing  any of the  Lenders'  rights
shall  constitute  a waiver of any of their  rights.  Company and the  Permitted
Borrowers expressly agree that this Section may not be waived or modified by the
Lenders or Agent by course of performance, estoppel or otherwise.

         10.6  Cross-Default.  In  addition  to  the  other  Events  of  Default
specified  herein,  any default in the observance,  payment or performance of or
failure to comply with,  after allowance

                                      -93-

<PAGE>

for any applicable cure period,  any of the conditions,  covenants or agreements
of Company or the Permitted  Borrowers under the Short Term Credit  Agreement or
any of the other  Short  Term Loan  Documents,  or any  security  agreements  in
relation  thereto,  shall be an Event of Default  under the  provisions  of this
Agreement  entitling  Agent,  with the consent of the Required  Lenders (without
notice or any cure period except as expressly  provided  herein or therein),  to
exercise any and all rights and remedies  provided hereby.  Any Event of Default
shall also constitute a default under all other instruments securing this or any
other  present or future  borrowings,  or any  agreements  in relation  thereto,
entitling  Agent and the  Lenders to  exercise  any and all rights and  remedies
provided therein.

         10. PAYMENTS, RECOVERIES AND COLLECTIONS.

         11.1 Payment Procedure.

                  (a) All  payments  by Company  and/or by any of the  Permitted
         Borrowers of principal  of, or interest on,  Advances of the  Revolving
         Credit or the Swing  Line or of  Letter of Credit  Obligations  or Fees
         shall be made without setoff or  counterclaim on the date specified for
         payment under this  Agreement not later than 11:00 a.m.  (Detroit time)
         in Dollars in  immediately  available  funds to Agent,  for the ratable
         account of the  Lenders,  at  Agent's  office  located  at One  Detroit
         Center,  Detroit,  Michigan 48226,  in respect of Domestic  Advances or
         Fees payable in Dollars. Payments made in respect of any Advance in any
         Alternative  Currency or any Fees payable in any  Alternative  Currency
         shall be made in such  Alternative  Currency in  immediately  available
         funds for the account of Agent's  Eurocurrency  Lending Office,  at the
         Agent's  Correspondent,  for the ratable  account of the  Lenders,  not
         later than 11:00 a.m. (the time of Agent's Correspondent). Upon receipt
         of each such  payment,  the Agent  shall  make  prompt  payment to each
         Lender, or, in respect of  Eurocurrency-based  Advances,  such Lender's
         Eurocurrency  Lending  Office,  in like  funds and  currencies,  of all
         amounts received by it for the account of such Lender.

                  (b) Unless the Agent  shall have been  notified by the Company
         prior to the date on which any payment to be made by the Company or any
         of the  Permitted  Borrowers is due that the Company or such  Permitted
         Borrower does not intend to remit such  payment,  the Agent may, in its
         discretion,  assume that the  Company or such  Permitted  Borrower  has
         remitted  such payment when so due and the Agent may, in reliance  upon
         such assumption,  make available to each Lender on such payment date an
         amount equal to such  Lender's  share of such assumed  payment.  If the
         Company or any of the Permitted Borrowers has not in fact remitted such
         payment to the Agent,  each Lender  shall  forthwith on demand repay to
         the Agent in the applicable currency the amount of such assumed payment
         made available to such Lender,  together with the interest thereon,

                                      -94-

<PAGE>

         in respect of each day from and including the date such amount was made
         available by the Agent to such Lender to the date such amount is repaid
         to the Agent at a rate per annum equal to (i) for Prime-based Advances,
         the Federal  Funds  Effective  Rate,  as the same may vary from time to
         time,  and (ii) with respect to  Eurocurrency-based  Advances,  Agent's
         aggregate marginal cost (including the cost of maintaining any required
         reserves or deposit  insurance  and of any fees,  penalties,  overdraft
         charges or other costs or expenses  incurred by Agent) of carrying such
         amount.

                  (c)  Whenever  any  payment to be made  hereunder  (other than
         payments in respect of any Eurocurrency-based  Advance or a Quoted Rate
         Advance)  shall  otherwise be due on a day which is not a Business Day,
         such payment shall be made on the next succeeding Business Day and such
         extension of time shall be included in computing  interest,  if any, in
         connection with such payment.  Whenever any payment of principal of, or
         interest  on, a  Eurocurrency-based  Advance or a Quoted  Rate  Advance
         shall be due on a day which is not a  Business  Day the date of payment
         thereof shall be extended to the next succeeding Business Day unless as
         a result  thereof it would fall in the next  calendar  month,  in which
         case it shall be shortened to the next  preceding  Business Day and, in
         the case of a payment of principal,  interest  thereon shall be payable
         for such extended or shortened time, if any.

                  (d) All  payments to be made by the  Company or the  Permitted
         Borrowers under this Agreement  (including without limitation  payments
         under the Swing Line) shall be made without set-off or counterclaim, as
         aforesaid,  and without  deduction  for or on account of any present or
         future  withholding  or  other  taxes  of  any  nature  imposed  by any
         governmental  authority or of any political  subdivision thereof or any
         federation or organization of which such governmental  authority may at
         the time of payment be a member, unless Company or any of the Permitted
         Borrowers,  as the case may be,  is  compelled  by law to make  payment
         subject to such tax. In such event, Company and such Permitted Borrower
         shall:

                                    (i) pay to the Agent for Agent's own account
                                    and/or,  as the case may be, for the account
                                    of the  Lenders  (and,  in the  case  of any
                                    Swing Line  Advances,  pay to the Swing Line
                                    Bank  which  funded  such   Advances)   such
                                    additional  amounts as may be  necessary  to
                                    ensure that the Agent  and/or such Lender or
                                    Lenders   receive   a  net   amount  in  the
                                    applicable  Permitted  Currency equal to the
                                    full amount which would have been receivable
                                    had  payment  not been made  subject to such
                                    tax; and

                                      -95-

<PAGE>

                                    (ii) remit such tax to the  relevant  taxing
                                    authorities according to applicable law, and
                                    send  to  the  Agent  such  certificates  or
                                    certified  copy receipts as the Agent or any
                                    Lender shall reasonably  require as proof of
                                    the payment by the Company or such Permitted
                                    Borrower  of any such  taxes  payable by the
                                    Company or such Permitted Borrower.

         As used herein,  the terms "tax",  "taxes" and  "taxation"  include all
taxes, levies,  imposts,  duties, charges, fees, deductions and withholdings and
any restrictions or conditions resulting in a charge together with interest (and
any taxes  payable  upon the amounts  paid or payable  pursuant to this  Section
10.1) thereon and fines and penalties with respect  thereto which may be imposed
by reason of any  violation or default with  respect to the law  regarding  such
tax,  assessed  as a result of or in  connection  with the  transactions  in any
Alternative  Currency  hereunder,  or the payment and/or receipt of funds in any
Alternative Currency hereunder,  or the payment or delivery of funds into or out
of any  jurisdiction  other than the United  States  (whether  assessed  against
Company, the Permitted Borrower, Agent or any of the Lenders).

         11.2 Application of Proceeds.  Subject to the Collateral Documents, but
notwithstanding  anything  to the  contrary  in this  Agreement  or  other  Loan
Document,  after an Event of Default,  the proceeds of any Collateral,  together
with any offsets,  voluntary payments by the Company or the Permitted  Borrowers
or  others  and  any  other  sums  received  or  collected  in  respect  of  the
Indebtedness,  shall be applied,  first, to payment of principal and interest of
outstanding  Advances and of any  reimbursement  obligations  under  Section 3.6
hereof in such order and manner as determined by the Required Lenders  (subject,
however,  to the applicable  Percentages of the Revolving Credit held by each of
the Lenders),  next, to any other Indebtedness on a pro rata basis, and then, if
there is any excess, to the Company or the Permitted Borrowers,  as the case may
be.  The  application  of  such  proceeds  and  other  sums  to the  outstanding
Indebtedness  hereunder  shall  be  based  on each  Lender's  Percentage  of the
aggregate Indebtedness.

         11.3 Pro-rata Recovery. If any Lender shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of offset or otherwise)
on account of principal of, or interest on, any of the outstanding  Advances (or
on  account of its  participation  in any Letter of Credit) in excess of its pro
rata share of payments then or thereafter obtained by all Lenders upon principal
of and interest on all outstanding Advances (or such participation), such Lender
shall  purchase from the other Lenders such  participations  in the  outstanding
Advances (or  subparticipations  in the Letters of Credit) held by them as shall
be  necessary  to cause such  purchasing  Lender to share the excess  payment or
other  recovery  ratably in  accordance  with the  Percentages  of the Revolving
Credit with each of them; provided,  however,  that if all or any portion of the
excess  payment or other recovery is thereafter  recovered from such  purchasing

                                      -96-

<PAGE>

holder,  the purchase  shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.

         11.4 Set Off. Upon the  occurrence  and during the  continuance  of any
Event of  Default,  each  Lender may at any time and from time to time,  without
notice to the Company but subject to the provisions of Section 10.3 hereof, (any
requirement for such notice being  expressly  waived by the Company) set off and
apply  against any and all of the  obligations  of the Company or any  Permitted
Borrower now or hereafter  existing under this Agreement,  whether owing to such
Lender or any other  Lender  or the  Agent,  any and all  deposits  (general  or
special,  time or  demand,  provisional  or  final)  at any time  held and other
indebtedness  at any  time  owing by such  Lender  to or for the  credit  or the
account of the  Company  or such  Permitted  Borrower  and any  property  of the
Company  or such  Permitted  Borrower  from time to time in  possession  of such
Lender,  irrespective of whether or not such deposits held or indebtedness owing
by such Lender may be contingent  and  unmatured  and  regardless of whether any
Collateral  then  held  by  Agent  or  any  Lender  is  adequate  to  cover  the
Indebtedness. Promptly following any such setoff, such Lender shall give written
notice to Agent and to Company  and the  applicable  Permitted  Borrower  of the
occurrence  thereof.  Each of the Company  and each  Permitted  Borrower  hereby
grants to the Lenders and the Agent a lien on and security  interest in all such
deposits,  indebtedness and property as collateral  security for the payment and
performance of all of the obligations of the Company and the Permitted Borrowers
under this  Agreement.  The rights of each Lender under this Section 10.4 are in
addition to the other rights and remedies (including,  without limitation, other
rights of setoff) which such Lender may have.

                                      -97-

<PAGE>

         11. CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS.

         11.1  Reimbursement  of Prepayment  Costs.  If Company or any Permitted
Borrower makes any payment of principal  with respect to any  Eurocurrency-based
Advance  or  Quoted  Rate  Advance  on any day  other  than  the last day of the
Interest Period applicable  thereto (whether  voluntarily,  by acceleration,  or
otherwise),  or if Company or any  Permitted  Borrower  converts  or refunds (or
attempts to convert or refund)  any such  Advance on any day other than the last
day of the Interest Period  applicable  thereto;  or if Company or any Permitted
Borrower fails to borrow, refund or convert into any Eurocurrency-based  Advance
or Quoted Rate Advance after notice has been given by Company or such  Permitted
Borrower to Agent in accordance  with the terms hereof  requesting such Advance,
or if Company or any Permitted  Borrower  fails to make any payment of principal
or interest in respect of a  Eurocurrency-based  Advance or Quoted Rate  Advance
when due,  Company and the applicable  Permitted  Borrower shall reimburse Agent
for itself and/or on behalf of any Lender, as the case may be, on demand for any
resulting loss, cost or expense  incurred  (excluding the loss of any Applicable
Margin) by Agent and Lenders, as the case may be as a result thereof, including,
without  limitation,  any such loss,  cost or  expense  incurred  in  obtaining,
liquidating,  employing or redeploying  deposits from third parties,  whether or
not Agent and  Lenders,  as the case may be,  shall have funded or  committed to
fund such Advance.  Such amount payable by Company to Agent for itself and/or on
behalf of any Lender, as the case may be, may include,  without  limitation,  an
amount  equal to the excess,  if any, of (a) the amount of interest  which would
have  accrued  on  the  amount  so  prepaid,  or not so  borrowed,  refunded  or
converted, for the period from the date of such prepayment or of such failure to
borrow, refund or convert, through the last day of the relevant Interest Period,
at the  applicable  rate of interest  for said  Advance(s)  provided  under this
Agreement,  over (b) the amount of interest (as  reasonably  determined by Agent
and Lenders,  as the case may be) which would have accrued to Agent and Lenders,
as the case may be, on such  amount by  placing  such  amount on  deposit  for a
comparable  period with  leading  banks in the  interbank  eurocurrency  market.
Calculation of any amounts  payable to any Lender under this paragraph  shall be
made as though such Lender shall have  actually  funded or committed to fund the
relevant  Advance  through the  purchase of an  underlying  deposit in an amount
equal to the amount of such  Advance  and having a  maturity  comparable  to the
relevant  Interest  Period;  provided,  however,  that any  Lender  may fund any
Eurocurrency-based  Advance or Quoted Rate  Advance,  as the case may be, in any
manner it deems fit and the foregoing assumptions shall be utilized only for the
purpose of the  calculation of amounts  payable under this  paragraph.  Upon the
written  request  of  Company,  Agent and  Lenders  shall  deliver  to Company a
certificate  setting  forth the basis for  determining  such  losses,  costs and
expenses,  which  certificate  shall be conclusively  presumed  correct,  absent
manifest error.

         11.2  Eurocurrency  Lending  Office.  For  any  Advance  to  which  the
Eurocurrency-based  Rate is  applicable,  if Agent or a Lender,  as  applicable,
shall  designate a Eurocurrency  Lending

                                      -98-

<PAGE>

Office which  maintains  books  separate from those of the rest of Agent or such
Lender,  Agent or such  Lender,  as the case may be,  shall  have the  option of
maintaining and carrying the relevant Advance on the books of such  Eurocurrency
Lending Office.

         11.3  Availability of Alternative  Currency.  The Agent and the Lenders
shall not be required to make any Advance in an Alternative  Currency if, at any
time prior to making such  Advance,  the Agent or the  Required  Lenders  (after
consultation with Agent) shall determine, in its or their sole discretion,  that
(i)  deposits  in  the  applicable  Alternative  Currency  in  the  amounts  and
maturities  required to fund such Advance will not be available to the Agent and
the Lenders;  (ii) a fundamental  change has occurred in the foreign exchange or
interbank   markets  with  respect  to  the  applicable   Alternative   Currency
(including,  without limitation, changes in national or international financial,
political  or  economic  conditions  or  currency  exchange  rates  or  exchange
controls); or (iii) it has become otherwise materially impractical for the Agent
or  the  Lenders,  as  applicable,  to  make  such  Advance  in  the  applicable
Alternative  Currency.  The Agent or the applicable  Lender, as the case may be,
shall promptly notify the Company and Lenders of any such determination.

         11.4 Refunding Advances in Same Currency. If pursuant to any provisions
of this Agreement,  the Company or any of the Permitted  Borrowers repays one or
more  Advances and on the same day borrows an amount in the same  currency,  the
Agent (or the Swing Line Bank, in the case of a Swing Line Advance)  shall apply
the  proceeds of such new  borrowing  to repay the  principal  of the Advance or
Advances  being  repaid  and only an  amount  equal to the  difference  (if any)
between the amount being  borrowed and the amount being repaid shall be remitted
by the Agent to the  Company or such  Permitted  Borrower,  or by the Company or
such Permitted Borrower to the Agent, as the case may be.

         11.5 Circumstances Affecting  Eurocurrency-based Rate Availability.  If
with  respect to any  Interest  Period,  Agent or the  Required  Lenders  (after
consultation  with  Agent)  shall  determine  that,  by reason of  circumstances
affecting the foreign  exchange and  interbank  markets  generally,  deposits in
eurodollars or in any applicable  Alternative  Currency,  as the case may be, in
the  applicable  amounts are not being  offered to the Agent or such Lenders for
such Interest  Period,  then Agent shall  forthwith  give notice  thereof to the
Company and the Permitted  Borrowers.  Thereafter,  until Agent notifies Company
and the Permitted  Borrowers that such  circumstances  no longer exist,  (i) the
obligation  of Lenders to make  Eurocurrency-based  Advances  (other than in any
applicable Alternative Currency with respect to which deposits are available, as
required  hereunder),  and the right of Company and the  Permitted  Borrowers to
convert an Advance to or refund an Advance as a  Eurocurrency-based  Advance, as
the case may be (other than in any applicable  Alternative Currency with respect
to which deposits are available, as required hereunder), shall be suspended, and
(ii) the Company and the Permitted Borrowers shall repay in full (or cause to be
repaid  in  full)   the  then   outstanding   principal   amount

                                      -99-

<PAGE>

of  each  such  Eurocurrency-based  Advance  covered  hereby  in the  applicable
Permitted Currency,  together with accrued interest thereon, any amounts payable
under Sections 11.1 and 11.8 hereof,  and all other amounts payable hereunder on
the last day of the then current  Interest  Period  applicable  to such Advance.
Upon the date for repayment as aforesaid and unless  Company  notifies  Agent to
the contrary  within two (2) Business  Days after  receiving a notice from Agent
pursuant to this Section,  such outstanding  principal amount shall be converted
to a Prime-based Advance as of the last day of such Interest Period.

         11.6 Laws Affecting Eurocurrency-based Advance Availability.  If, after
the  date  of this  Agreement,  the  introduction  of,  or any  change  in,  any
applicable law, rule or regulation or in the  interpretation  or  administration
thereof  by any  governmental  authority  charged  with  the  interpretation  or
administration  thereof,  or  compliance  by any of the Lenders (or any of their
respective  Eurocurrency Lending Offices) with any request or directive (whether
or not having the force of law) of any such authority, shall make it unlawful or
impossible  for any of the  Lenders  (or any of  their  respective  Eurocurrency
Lending  Offices) to honor its  obligations  hereunder  to make or maintain  any
Advance  with  interest at the  Eurocurrency-based  Rate,  or in an  Alternative
Currency,  such Lender  shall  forthwith  give notice  thereof to Company and to
Agent.  Thereafter,  (a) the  obligations of Lenders to make  Eurocurrency-based
Advances or Advances in any such  Alternative  Currency and the right of Company
or any  Permitted  Borrower to convert an Advance into or refund an Advance as a
Eurocurrency-based  Advance or as an Advance  in any such  Alternative  Currency
shall be suspended and thereafter Company and the Permitted Borrowers may select
as  Applicable  Interest  Rates or as  Alternative  Currencies  only those which
remain  available and which are permitted to be selected  hereunder,  and (b) if
any of the Lenders may not  lawfully  continue to maintain an Advance to the end
of the then current Interest Period applicable  thereto as a  Eurocurrency-based
Advance  or  in  such  Alternative   Currency,   the  applicable  Advance  shall
immediately be converted to a Prime-based Advance (in the Dollar Amount thereof)
and the Prime-based  Rate shall be applicable  thereto for the remainder of such
Interest  Period.  For  purposes  of  this  Section,  a  change  in  law,  rule,
regulation,  interpretation or administration shall include, without limitation,
any  change  made or  which  becomes  effective  on the  basis  of a law,  rule,
regulation,  interpretation or administration  presently in force, the effective
date of which  change is  delayed  by the terms of such law,  rule,  regulation,
interpretation or administration.

         11.7 Increased  Cost of  Eurocurrency-based  Advances.  If the adoption
after  the date of this  Agreement  of,  or any  change  after  the date of this
Agreement in, any applicable law, rule or regulation of or in the interpretation
or  administration  thereof  by any  governmental  authority,  central  bank  or
comparable agency charged with the interpretation or administration  thereof, or
compliance  by  Agent  or  any of  the  Lenders  (or  any  of  their  respective
Eurocurrency  Lending  Offices)  with any request or  directive  (whether or not
having the force of law) made by any such authority,  central bank or comparable
agency after the date hereof:

                                     -100-

<PAGE>

                  (a)  shall  subject  any  of the  Lenders  (or  any  of  their
         respective  Eurocurrency  Lending  Offices)  to any tax,  duty or other
         charge  with  respect  to any  Advance  or shall  change  the  basis of
         taxation of payments to any of the Lenders (or any of their  respective
         Eurocurrency  Lending  Offices) of the  principal of or interest on any
         Advance  or any other  amounts  due under  this  Agreement  in  respect
         thereof  (except  for  changes  in the rate of tax on the  overall  net
         income of any of the  Lenders or any of their  respective  Eurocurrency
         Lending  Offices  imposed by the  jurisdiction  in which such  Lender's
         principal executive office or Eurocurrency  Lending Office is located);
         or

                  (b)  shall  impose,  modify  or deem  applicable  any  reserve
         (including,  without limitation,  any imposed by the Board of Governors
         of the Federal Reserve System),  special deposit or similar requirement
         against  assets  of,  deposits  with or for the  account  of, or credit
         extended   by,  any  of  the  Lenders  (or  any  of  their   respective
         Eurocurrency Lending Offices) or shall impose on any of the Lenders (or
         any of their  respective  Eurocurrency  Lending Offices) or the foreign
         exchange  and  interbank  markets  any other  condition  affecting  any
         Advance;

and the result of any of the  foregoing  is to increase  the costs to any of the
Lenders  of   maintaining   any  part  of  the   Indebtedness   hereunder  as  a
Eurocurrency-based  Advance or as an Advance in any  Alternative  Currency or to
reduce the amount of any sum received or  receivable by any of the Lenders under
this Agreement in respect of a  Eurocurrency-based  Advance or any Advance in an
Alternative  Currency,  whether with respect to Advances to Company or to any of
the Permitted  Borrowers,  then such Lender shall promptly  notify Agent (or, in
the case of a Swing  Line  Advance,  shall  notify  Company  and the  applicable
Permitted Borrower directly, with a copy of such notice to Agent), and Agent (or
such Lender, as aforesaid) shall promptly notify Company and Permitted Borrowers
of such fact and demand  compensation  therefor  and,  within  fifteen (15) days
after such notice,  Company agrees to pay to such Lender such additional  amount
or amounts as will  compensate such Lender or Lenders for such increased cost or
reduction. Agent will promptly notify Company and the Permitted Borrowers of any
event of which it has  knowledge  which will  entitle  Lenders  to  compensation
pursuant to this Section,  or which will cause Company or Permitted Borrowers to
incur  additional  liability under Sections 11.1 and 11.8 hereof,  provided that
Agent shall incur no liability  whatsoever to the Lenders,  Company or Permitted
Borrowers  in the  event  it fails to do so.  A  certificate  of Agent  (or such
Lender,  if applicable)  setting forth the basis for determining such additional
amount or amounts  necessary  to  compensate  such  Lender or  Lenders  shall be
conclusively  presumed to be correct  save for manifest  error.  For purposes of
this Section, a change in law, rule, regulation, interpretation, administration,
request or directive shall include, without limitation, any change made or which
becomes  effective  on the  basis of a law,  rule,  regulation,  interpretation,
administration,  request or directive  presently in force, the effective date of
which  change  is

                                     -101-

<PAGE>

delayed   by  the  terms  of  such  law,   rule,   regulation,   interpretation,
administration, request or directive.

         11.8  Indemnity.  The  Company  will  indemnify  Agent  and each of the
Lenders  against  any loss or  expense  (but  excluding  loss of any  Applicable
Margin)  which may arise or be  attributable  to the Agent's  and each  Lender's
obtaining,  liquidating or employing deposits or other funds acquired to effect,
fund or maintain the Advances (a) as a consequence of any failure by the Company
or any of the Permitted Borrowers to make any payment when due of any amount due
hereunder  in  connection  with a  Eurocurrency-based  Advance,  (b)  due to any
failure of the Company or any Permitted Borrower to borrow, refund or convert on
a date  specified  therefor in a Request for Advance or (c) due to any  payment,
prepayment or conversion of any Eurocurrency-based  Advance on a date other than
the last day of the Interest Period for such Advance. Such loss or expense shall
be calculated based upon the present value, as applicable,  of payments due from
the Company or such Permitted Borrower with respect to a deposit obtained by the
Agent or any of the  Lenders in order to fund such  Advance to the Company or to
such  Permitted  Borrower.   The  Agent's  and  each  Lender's,  as  applicable,
calculations  of any such loss or expense  shall be furnished to the Company and
shall be conclusive, absent manifest error.

         11.9  Judgment  Currency.  The  obligation of the Company and Permitted
Borrowers to make payments of the  principal of and interest on the  outstanding
Advances and any other amounts payable  hereunder in the currency  specified for
such payment  herein shall not be discharged or satisfied by any tender,  or any
recovery  pursuant to any judgment,  which is expressed in or converted into any
other  currency,  except to the extent that such tender or recovery shall result
in the  actual  receipt  by  each  of the  Lenders  of the  full  amount  of the
particular  Permitted Currency expressed to be payable herein. The Agent (or the
Swing Line Bank, as applicable)  shall,  using all amounts  obtained or received
from the Company  and from  Permitted  Borrowers  pursuant to any such tender or
recovery in payment of principal of and  interest on the  outstanding  Advances,
promptly purchase the applicable  Permitted  Currency at the most favorable spot
exchange rate  determined by the Agent to be available to it. The  obligation of
the Company  and the  Permitted  Borrowers  to make  payments in the  applicable
Permitted Currency shall be enforceable as an alternative or additional cause of
action solely for the purpose of recovering in the applicable Permitted Currency
the amount,  if any, by which such actual  receipt  shall fall short of the full
amount of the Permitted Currency expressed to be payable herein.

         11.10 Capital  Adequacy and Other  Increased  Costs . In the event that
after the Effective  Date the adoption of or any change in any  applicable  law,
treaty,  rule or  regulation  (whether  domestic or foreign) now or hereafter in
effect and whether or not presently  applicable  to any Lender or Agent,  or any
interpretation or administration  thereof by any governmental  authority charged
with the interpretation or administration  thereof,  or compliance by any Lender
or Agent

                                     -102-

<PAGE>

with any guideline,  request or directive of any such authority  (whether or not
having the force of law),  including any risk based capital guidelines,  affects
or would affect the amount of capital  required or expected to be  maintained by
such Lender or Agent (or any corporation  controlling  such Lender or Agent) and
such  Lender or Agent,  as the case may be,  determines  that the amount of such
capital is increased by or based upon the  existence of such Lender's or Agent's
obligations  or Advances  hereunder and such increase has the effect of reducing
the  rate  of  return  on  such   Lender's  or  Agent's  (or  such   controlling
corporation's)  capital  as  a  consequence  of  such  obligations  or  Advances
hereunder to a level below that which such Lender or Agent (or such  controlling
corporation)  could  have  achieved  but for  such  circumstances  (taking  into
consideration its policies with respect to capital adequacy) by an amount deemed
by such Lender or Agent to be material  (collectively,  "Increased Costs"), then
Agent or such Lender shall notify the Company,  and thereafter the Company shall
pay to such Lender or Agent, as the case may be, from time to time, upon request
by such Lender or Agent, additional amounts sufficient to compensate such Lender
or Agent (or such  controlling  corporation)  for any  increase in the amount of
capital  and  reduced  rate of return  which  such  Lender  or Agent  reasonably
determines  to be  allocable  to the  existence  of  such  Lender's  or  Agent's
obligations or Advances hereunder;  provided, however that the Company shall not
be obligated to reimburse  any Lender for any Increased  Costs  pursuant to this
Section 11.10 unless such Lender notifies  Company and the Agent within 180 days
after such affected Lender has obtained actual knowledge of such Increased Costs
(but in any event  within 365 days after such  affected  Lender is  required  to
comply with the applicable  change in law). A statement as to the amount of such
compensation,  prepared in good faith and in reasonable detail by such Lender or
Agent,  as the case may be, shall be submitted by such Lender or by Agent to the
Company, reasonably promptly after becoming aware of any event described in this
Section 11.10 and shall be conclusive, absent manifest error in computation.

         11.11  Substitution of Lenders . If (a) the obligation of any Lender to
make Eurocurrency-based  Advances has been suspended pursuant to Section 11.5 or
11.6 or (b) any Lender has demanded compensation under Section 11.1 or 11.7, (in
each case, an "Affected Lender"),  then Company shall have the right (subject to
Section 13.8 hereof),  with the  assistance  of the Agent,  to seek a substitute
lender or lenders  (which  may be one or more of the  Lenders  (the  "Purchasing
Lender" or  "Purchasing  Lenders")  to purchase  the  Advances of the  Revolving
Credit  and  assume  the   commitments   (including   without   limitation   its
participations  in Swing  Line  Advances  and  Letters  of  Credit)  under  this
Agreement of such  Affected  Lender.  The Affected  Lender shall be obligated to
sell its Advances of the  Revolving  Credit and assign its  commitments  to such
Purchasing  Lender or Purchasing  Lenders  within  fifteen days after  receiving
notice from Company  requiring  it to do so, at an aggregate  price equal to the
outstanding principal amount thereof, plus unpaid interest accrued thereon up to
but excluding the date of the sale. In connection  with any such sale,  and as a
condition thereof, Company shall pay to the Affected Lender all fees accrued for
its account hereunder to but excluding the date of

                                     -103-

<PAGE>

such sale,  plus,  if demanded by the Affected  Lender  within ten Business Days
after such sale,  (i) the amount of any  compensation  which would be due to the
Affected  Lender  under  Section  11.1 if Company (or the  applicable  Permitted
Borrower)  has  prepaid  the  outstanding  Eurocurrency-based  Advances  of  the
Affected  Lender on the date of such sale and (ii) any  additional  compensation
accrued for its account under Sections 3.4, 11.7 and 11.10 to but excluding said
date. Upon such sale, the Purchasing  Lender or Purchasing  Lenders shall assume
the Affected Lender's commitment, and the Affected Lender shall be released from
its obligations hereunder to a corresponding extent. If any Purchasing Lender is
not  already  one of  the  Lenders,  the  Affected  Lender,  as  assignor,  such
Purchasing Lender, as assignee, Company and the Agent, with the required consent
of the Swing Line Bank shall  enter into an  Assignment  Agreement  pursuant  to
Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to
this Agreement,  shall be deemed to be an assignee  hereunder and shall have all
the rights and  obligations  of a Lender with a Percentage  equal to its ratable
share  of  the  then  applicable  Revolving  Credit  Aggregate  Commitment.   In
connection  with any assignment  pursuant to this Section 11.11,  Company or the
Purchasing Lender shall pay to the Agent the  administrative  fee for processing
such assignment referred to in Section 13.8.

         12. AGENTS

         13.1  Appointment  of Agent.  Each Lender  appoints and  authorizes the
Agent to act on behalf of such Lender under the Loan  Documents and appoints and
authorizes  the Agents to exercise such powers  hereunder and  thereunder as are
specifically  delegated to or required of the Agents, as the case may be, by the
terms  hereof  and  thereof,  together  with such  powers  as may be  reasonably
incidental  thereto.  Each Lender  agrees  (which  agreement  shall  survive any
termination   of  this   Agreement)  to  reimburse   Agent  for  all  reasonable
out-of-pocket expenses (including in-house and outside attorneys' fees) incurred
by Agent  hereunder or in connection  herewith or with an Event of Default or in
enforcing the  obligations  of Company or any of the Permitted  Borrowers  under
this  Agreement  or the other Loan  Documents or any other  instrument  executed
pursuant  hereto (to the extent of Agent's powers  hereunder or  thereunder,  as
aforesaid),  and for which Agent is not  reimbursed by Company or such Permitted
Borrower, pro rata according to such Lender's Percentage, but excluding any such
expenses  resulting  from the gross  negligence  or willful  misconduct  of such
Agent,  as applicable.  Agent shall not be required to take any action under the
Loan  Documents,  or to  prosecute  or defend  any suit in  respect  of the Loan
Documents,  unless  indemnified to their respective  satisfaction by the Lenders
against loss, costs,  liability and expense (excluding  liability resulting from
its gross negligence or willful misconduct). If any indemnity furnished to Agent
shall become impaired,  it may call for additional indemnity and cease to do the
acts indemnified against until such additional indemnity is given.

                                     -104-

<PAGE>

         13.2  Deposit  Account  with Agent.  Each of Company and the  Permitted
Borrowers hereby authorizes Agent to charge its general deposit account, if any,
maintained  with  Agent for the  amount  of any  principal,  interest,  or other
amounts or costs due under this  Agreement when the same becomes due and payable
under the terms of this Agreement.

         13.3  Exculpatory  Provisions.  The Agent agrees to exercise its rights
and powers, and to perform its duties, as an agent hereunder and under the other
Loan Documents in accordance with its usual customs and practices in bank-agency
transactions,  but only upon and subject to the express terms and  conditions of
this  Section 12 (and no implied  covenants or other  obligations  shall be read
into  this  Agreement  against  the  Agent);  neither  the  Agent nor any of its
directors,  officers,  employees or agents shall be liable to any Lender for any
action  taken or omitted to be taken by it or them under this  Agreement  or any
document  executed  pursuant  hereto,  or in  connection  herewith or therewith,
except  for its or their own  willful  misconduct  or gross  negligence,  nor be
responsible  for any  recitals  or  warranties  herein  or  therein,  or for the
effectiveness,  enforceability,  validity or due execution of this  Agreement or
any document executed pursuant hereto,  or any security  thereunder,  or to make
any inquiry  respecting the performance by Company,  any of its  Subsidiaries or
any of the Permitted Borrowers of its obligations hereunder or thereunder. Agent
shall not have, or be deemed to have, a fiduciary  relationship  with any Lender
by reason of this  Agreement.  Agent  shall be  entitled  to rely upon advice of
counsel  concerning  legal  matters and upon any notice,  consent,  certificate,
statement or writing which it believes to be genuine and to have been  presented
by a proper person.

         13.4 Successor  Agent. The Agent may resign as such at any time upon at
least 30 days prior  notice to  Company  and all  Lenders.  If Agent at any time
shall  resign or if a  vacancy  shall  occur in the  office of the Agent for any
other reason, Required Lenders shall, by written instrument, appoint a successor
Agent (consisting of any other Lender or financial  institution  satisfactory to
such Required Lenders) which shall thereupon become Agent hereunder and shall be
entitled  to  receive  from the prior  agent  such  documents  of  transfer  and
assignment as such successor agent may reasonably request.  Such successor Agent
shall succeed to all of the rights and  obligations  of the retiring agent as if
originally named. The retiring agent shall duly assign,  transfer and deliver to
such successor Agent all moneys at the time held by the retiring agent hereunder
after  deducting  therefrom  its  expenses  for  which  it  is  entitled  to  be
reimbursed. Upon such succession of any such successor agent, the retiring agent
shall be discharged  from its duties and obligations  hereunder,  except for its
gross  negligence  or  willful   misconduct  arising  prior  to  its  retirement
hereunder,  and the  provisions of this Section 12 shall  continue in effect for
its benefit in respect of any  actions  taken or omitted to be taken by it while
it was acting as an agent hereunder.

         13.5 Loans by Agents. Each of the Agents shall have the same rights and
powers with respect to the credit  extended by it as any Lender and may exercise
the same as if it were not an

                                     -105-

<PAGE>

agent  hereunder,  and the term "Lender" and, when  appropriate,  "holder" shall
include the Agents in their respective individual capacities.

         13.6  Credit   Decisions.   Each  Lender   acknowledges  that  it  has,
independently  of  Agents  and each  other  Lender  and  based on the  financial
statements of Company,  the Permitted  Borrowers and the  Subsidiaries  and such
other documents,  information and  investigations as it has deemed  appropriate,
made its own credit decision to extend credit  hereunder from time to time. Each
Lender also  acknowledges  that it will,  independently of Agents and each other
Lender and based on such other documents,  information and  investigations as it
shall deem appropriate at any time, continue to make its own credit decisions as
to  exercising  or not  exercising  from time to time any rights and  privileges
available to it under this Agreement or any document executed pursuant hereto.

         13.7 Notices by Agent. Agent shall give prompt notice to each Lender of
its receipt of each notice or request required or permitted to be given to Agent
by Company or a Permitted  Borrower  pursuant to the terms of this Agreement and
shall promptly  distribute to the Lenders any reports  received from the Company
or any of its  Subsidiaries  or any of the Permitted  Borrowers  under the terms
hereof,  or other material  information or documents  received by Agent,  in its
capacity Agent, from the Company, its Subsidiaries or the Permitted Borrowers.

         13.8  Agent's  Fees.   Until  the  Indebtedness  has  been  repaid  and
discharged in full and no commitment to fund any loan hereunder is  outstanding,
the Company shall pay to the Agent,  as  applicable,  an agency fee(s) set forth
(or to be set forth  from time to time) in the Fee Letter on the terms set forth
therein. The Agent's Fees described in this Section 12.8 shall not be refundable
under any circumstances.

         13.9  Nature  of  Agency.  The  appointment  of  Agents  as  Agent  and
Syndication Agent, respectively,  is for the convenience of Lenders, Company and
the Permitted  Borrowers in making Advances of the Revolving Credit or any other
Indebtedness of Company or the Permitted Borrowers  hereunder,  collecting fees,
and principal and interest on the Indebtedness, and otherwise administering this
Agreement and the other Loan Documents according to the express terms hereof and
thereof.  No Lender is  purchasing  any  Indebtedness  from Agents (or either of
them) and this  Agreement  is not  intended  to be a purchase  or  participation
agreement  (except to the extent of risk  participations  acquired  pursuant  to
Section 3.6(c) hereof).

         13.10  Authority  of Agent to Enforce  This  Agreement  . Each  Lender,
subject  to the terms  and  conditions  of this  Agreement  (including,  without
limitation,  any required  approval or direction of the Required  Lenders or the
Lenders,  as  applicable,  to be obtained  by or given to the Agent  hereunder),
authorizes  the Agent  with full  power and  authority  as  attorney-in-fact  to
institute and maintain  actions,  suits or proceedings for the collection of the
Indebtedness  and
                                     -106-

<PAGE>

enforcement  of this  Agreement  and the other Loan  Documents  and to file such
proofs of debt or other  documents as may be necessary to have the claims of the
Lenders  allowed  in  any  proceeding  relative  to  the  Company,  any  of  its
Subsidiaries,  any of the Permitted  Borrowers or its creditors or affecting its
properties, and to take such other actions which Agent considers to be necessary
or desirable for the protection, collection and enforcement of the Indebtedness,
this Agreement or the other Loan Documents,  but in each case only to the extent
of any required approval or direction of the Required Lenders or the Lenders, as
applicable, obtained by or given to the Agent hereunder.

         13.11  Indemnification.  The  Lenders  agree to  indemnify  each of the
Agents in their  respective  capacities as such, to the extent not reimbursed by
the Company or the Permitted  Borrowers,  pro rata according to their respective
Percentages,  from and  against any and all  claims,  liabilities,  obligations,
losses, damages,  penalties,  actions,  judgments,  suits, costs, and reasonable
out-of-pocket  expenses or disbursements of any kind or nature  whatsoever which
may be  imposed  on,  incurred  by, or  asserted  against  the Agents in any way
relating to or arising out of this  Agreement or any of the other Loan Documents
or any  action  taken or omitted  to be taken or  suffered  in good faith by the
Agents,  or  either of them,  as the case may be,  hereunder,  provided  that no
Lender shall be liable to Agent or  Syndication  Agent,  as the case may be, for
any portion of any of the foregoing items resulting from the gross negligence or
willful misconduct of such agent, or any of its officers,  employees,  directors
or agents.

         13.12 Knowledge of Default. It is expressly  understood and agreed that
Agent (whether in the capacity  Swing Line Bank or otherwise)  shall be entitled
to assume that no Default or Event of Default has  occurred  and is  continuing,
unless the officers of such agent immediately responsible for matters concerning
this Agreement  shall have actual (rather than  constructive)  knowledge of such
occurrence  or shall have been  notified  in writing by Company or a Lender that
the Company or such Lender  considers  that a Default or an Event of Default has
occurred and is continuing,  and specifying the nature  thereof.  Upon obtaining
actual  knowledge  of any Default or Event of Default as  described  above,  the
Agent shall  promptly,  but in any event within  three (3)  Business  Days after
obtaining actual knowledge thereof,  notify each Lender of such Default or Event
of Default  and the action,  if any,  the Agent  proposes be taken with  respect
thereto.

         13.13  Agent's  Authorization;  Action by Lenders.  Except as otherwise
expressly  provided  herein,  whenever  the Agent is  authorized  and  empowered
hereunder on behalf of the Lenders to give any  approval or consent,  or to make
any request,  or to take any other action,  on behalf of the Lenders  (including
without  limitation  the exercise of any right or remedy  hereunder or under the
other Loan  Documents),  the Agent shall be  required  to give such  approval or
consent,  or to make such  request  or to take such  other  action  only when so
requested  in writing by the  Required  Lenders or the  Lenders,  as  applicable
hereunder.  Action that may be taken by

                                     -107-

<PAGE>

Required  Lenders or all of the  Lenders,  as the case may be (as  provided  for
hereunder),  may be taken (i) pursuant to a vote at a meeting (which may be held
by  telephone  conference  call) as to which all of the Lenders  have been given
reasonable  advance notice (subject to the requirement that amendments,  waivers
or  consents  under  Section  13.11  hereof be made in writing  by the  Required
Lenders or all the  Lenders,  as  applicable),  or (ii)  pursuant to the written
consent of the  requisite  Percentages  of the  Lenders as  required  hereunder,
provided  that all of the Lenders  are given  reasonable  advance  notice of the
requests for such consent.

         13.14 Enforcement  Actions by the Agent.  Except as otherwise expressly
provided  under this Agreement or in any of the other Loan Documents and subject
to the terms hereof, Agent will take such action,  assert such rights and pursue
such remedies  under this Agreement and the other Loan Documents as the Required
Lenders or all of the Lenders,  as the case may be (as provided for  hereunder),
shall  direct.  Except  as  otherwise  expressly  provided  in any  of the  Loan
Documents, Agent will not (and will not be obligated to) take any action, assert
any rights or pursue any remedies  under this Agreement or any of the other Loan
Documents in violation or contravention of any express  direction or instruction
of the Required  Lenders or all of the Lenders,  as the case may be (as provided
for hereunder). Agent may refuse (and will not be obligated) to take any action,
assert any  rights or pursue any  remedies  under this  Agreement  or any of the
other  Loan  Documents  in the  absence of the  express  written  direction  and
instruction  of the Required  Lenders or all of the Lenders,  as the case may be
(as provided for  hereunder).  In the event Agent fails,  within a  commercially
reasonable  time,  to take such  action,  assert  such  rights,  or pursue  such
remedies as the Required  Lenders or all of the Lenders,  as the case may be (as
provided for hereunder),  shall direct in conformity  with this  Agreement,  the
Required  Lenders or all of the  Lenders,  as the case may be (as  provided  for
hereunder),  shall have the right to take such action, to assert such rights, or
pursue such  remedies on behalf of all of the  Lenders  unless the terms  hereof
otherwise  require the consent of all the Lenders to the taking of such  actions
(in  which  event  all of the  Lenders  must  join in such  action).  Except  as
expressly  provided  above or  elsewhere  in this  Agreement  or the other  Loan
Documents,  no Lender  (other than the Agent,  acting in its  capacity as Agent)
shall be  entitled to take any  enforcement  action of any kind under any of the
Loan Documents.

         13.15 Collateral Matters.

                  (a) The Agent is  authorized  on  behalf  of all the  Lenders,
without the necessity of any notice to or further consent from the Lenders, from
time to time to take any action with respect to any Collateral or the Collateral
Documents  which may be necessary  to perfect and maintain a perfected  security
interest  in and  Liens  upon  the  Collateral  granted  pursuant  to  the  Loan
Documents.

                                     -108-

<PAGE>

                  (b) The  Lenders  agree to  release,  and  hereby  irrevocably
authorize  the Agent to  release,  (x) any Lien  granted to or held by the Agent
upon any  Collateral  (i) upon  termination  of the Revolving  Credit  Aggregate
Commitment and payment in full of all Indebtedness  payable under this Agreement
and under any other Loan Document;  or (ii) constituting  property sold or to be
sold or disposed  of as part of or in  connection  with any express  disposition
permitted hereunder; (y) the Guaranty of any Subsidiary,  but only in connection
with the sale of all of the share  capital  of such  Subsidiary  and only to the
extent that such sale is expressly permitted hereunder, and (z) any Lien granted
to or held by the Agent upon any  Collateral or any Guaranty  issued  hereunder,
but only if and to the extent approved, authorized or ratified in writing by the
Required Lenders, or all the Lenders, as the case may be, as provided in Section
13.11.  Upon  request  by the Agent at any time,  the  Lenders  will  confirm in
writing the Agent's authority to release particular types or items of Collateral
pursuant to this Section 12.15(b).

         13.16 Managers and Lead Managers.  Credit  Lyonnais New York Branch has
been  designated  by the  Company  as  "Documentation  Agent,"  Banc of  America
Securities  LLC has been  designated by the Company as  "Syndication  Agent" and
Barclay's  Capital,  CoreStates  Bank  N.A.  and Fleet  National  Bank have been
designated by the Company as "Managing Agents" under this Agreement.  Other than
its  rights  and  remedies  as a Lender  hereunder,  such  Documentation  Agent,
Syndication  Agent and each such  Managing  Agent shall have no  administrative,
collateral or other rights or  responsibilities,  provided,  however,  that each
such  Documentation  Agent,  Syndication  Agent and each Managing Agent shall be
entitled to the benefits  afforded to the Agents under Sections  12.5,  12.6 and
12.11 hereof.

         13. MISCELLANEOUS

         14.1 Accounting Principles.  Where the character or amount of any asset
or  liability or item of income or expense is required to be  determined  or any
consolidation  or other  accounting  computation  is required to be made for the
purposes of this Agreement, it shall be done in accordance with GAAP.

         14.2  Consent to  Jurisdiction.  Each of the Company and the  Permitted
Borrowers hereby  irrevocably  submits to the non-exclusive  jurisdiction of any
United States  Federal or Michigan  state court sitting in Detroit in any action
or proceeding  arising out of or relating to this  Agreement or any of the other
Loan  Documents  and each of the  Company  and the  Permitted  Borrowers  hereby
irrevocably  agrees that all claims in respect of such action or proceeding  may
be heard and  determined  in any such United  States  Federal or Michigan  state
court. Each of the Permitted Borrowers  irrevocably  appoints the Company as its
agent for service of process.  Each of the Company and the  Permitted  Borrowers
irrevocably consents to the service of any and all process in any such action or
proceeding  brought in any court in or of the State of Michigan by the  delivery
of copies  of such  process  to the  Company  at its  address  specified  on the
signature

                                     -109-

<PAGE>

page  hereto or by  certified  mail  directed to such  address.  Nothing in this
Section  shall affect the right of the Lenders and the Agent to serve process in
any other manner permitted by law or limit the right of the Lenders or the Agent
(or any of them) to bring any such action or  proceeding  against the Company or
the  Permitted  Borrowers  or any of its or their  property in the courts of any
other  jurisdiction.  Each of the Company  and the  Permitted  Borrowers  hereby
irrevocably  waives  any  objection  to the  laying of venue of any such suit or
proceeding in the above described courts.

         14.3 Law of Michigan.  This  Agreement  has been  delivered at Detroit,
Michigan, and shall be governed by and construed and enforced in accordance with
the laws of the State of Michigan,  except as and to the extent expressed to the
contrary in any of the Loan Documents.  Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

         14.4 Interest. In the event the obligation of the Company or any of the
Permitted  Borrowers to pay interest on the principal balance of the outstanding
Advances is or becomes in excess of the maximum  interest rate which the Company
or any  Permitted  Borrower  is  permitted  by law to  contract or agree to pay,
giving due consideration to the execution date of this Agreement,  then, in that
event, the rate of interest  applicable with respect to any Lender's  Percentage
of the  Revolving  Credit,  as  applicable,  shall be deemed  to be  immediately
reduced to such maximum rate and all previous  payments in excess of the maximum
rate shall be deemed to have been  payments in reduction of principal and not of
interest.

         14.5 Closing Costs; Other Costs.  Company shall pay or reimburse Agents
for their own accounts or on behalf of the Lenders for payment of, on demand (a)
all  closing  costs  and  expenses,  including,  by way of  description  and not
limitation,  in-house and outside  attorney  fees and  advances,  appraisal  and
accounting fees, title and lien search fees, and required travel costs, incurred
by Agents (and either of them) in connection with the  commitment,  consummation
and  closing  of the  loans  contemplated  hereby,  or in  connection  with  any
refinancing  or  restructuring  of the loans or  advances  provided  under  this
Agreement or the other Loan  Documents,  or any  amendment  thereof or waiver or
consent with respect thereto  requested by Company;  and (b) all stamp and other
taxes and fees payable or  determined  to be payable (by either of the Agents or
any Lender) in connection with the execution,  delivery,  filing or recording of
this Agreement and the Loan Documents and the  consummation of the  transactions
contemplated  hereby,  and any and all liabilities  with respect to or resulting
from any delay in paying or omitting to pay such taxes or fees. Furthermore, all
reasonable costs and expenses,  including without limitation  attorney fees, and
costs and  expenses  to  Environmental  Auditors  retained  by Agent  hereunder,

                                     -110-

<PAGE>

incurred  by Agents (and either of them) in  revising,  preserving,  protecting,
exercising or enforcing any of its or any of the Lenders' rights against Company
or any of the Permitted  Borrowers,  or otherwise  incurred by Agents and by the
Lenders  (using a single law firm  retained by Agent,  with the  approval of the
Required  Lenders) in connection with any Event of Default or the enforcement of
the  loans  (whether  incurred  through   negotiations,   legal  proceedings  or
otherwise),  including by way of description and not limitation, such charges in
any court or bankruptcy proceedings or arising out of any claim or action by any
person  against  Agents (and either of them) or any Lender  which would not have
been  asserted were it not for the Agents' or such  Lender's  relationship  with
Company and the Permitted Borrowers  hereunder or otherwise,  shall also be paid
by Company and the Permitted Borrowers.  All of said amounts required to be paid
by Company  hereunder and not paid  forthwith upon demand,  as aforesaid,  shall
bear interest, from the date incurred to the date payment is received by Agents,
as applicable, at the Prime-based Rate, plus three percent (3%).

         14.6  Notices.   Except  as  otherwise  expressly  set  forth  in  this
Agreement,  all notices and other  communications  provided to any party  hereto
under this Agreement or any other Loan Document shall be in writing and shall be
given by personal delivery, by mail, by reputable overnight courier, by telex or
by  facsimile  and  addressed or delivered to it at its address set forth on the
Administrative  Detail forms on file with the Agent or at such other  address as
may be  designated  by such party in a notice to the other parties that complies
as to delivery  with the terms of this Section 13.6.  Any notice,  if personally
delivered or if mailed and properly  addressed with postage  prepaid and sent by
registered  or  certified  mail,  shall be deemed  given when  received  or when
delivery is refused;  any notice, if given to a reputable  overnight courier and
properly  addressed,  shall be deemed given two (2) Business Days after the date
on which it was  sent,  unless  it is  actually  received  sooner  by the  named
addressee; and any notice, if transmitted by telex or facsimile, shall be deemed
given when  received  (answer back  confirmed in the case of telexes and receipt
confirmed in the case of  telecopies).  Agents may, but,  except as specifically
provided  herein,  shall not be required to, take any action on the basis of any
notice given to it by telephone, but the giver of any such notice shall promptly
confirm  such notice in writing or by telex or  facsimile,  and such notice will
not be deemed to have been received until such  confirmation  is deemed received
in  accordance  with the  provisions  of this Section set forth  above.  If such
telephonic  notice  conflicts  with any  such  confirmation,  the  terms of such
telephonic notice shall control.

         14.7 Further Action. Company and the Permitted Borrowers,  from time to
time, upon written request of Agents will make, execute, acknowledge and deliver
or cause to be made, executed,  acknowledged and delivered, all such further and
additional instruments,  and take all such further action, as may be required to
carry out the intent and purpose of this Agreement,  and to provide for Advances
under this  Agreement,  according  to the intent and purpose  herein and therein
expressed.

                                     -111-

<PAGE>

         14.8 Successors and Assigns; Assignments and Participations.

                  (a) This  Agreement  shall be binding  upon and shall inure to
the benefit of Company  and the  Permitted  Borrowers  and the Lenders and their
respective successors and assigns.

                  (b) The  foregoing  shall  not  authorize  any  assignment  by
Company or any of the Permitted  Borrowers,  of its rights or duties  hereunder,
and no such  assignment  shall be made (or effective)  without the prior written
approval of the Lenders.

                  (c) The Company,  Permitted  Borrowers and Agents  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 (C)  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.  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

                                     -112-

<PAGE>

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.

                  (d) Each  assignment  by a Lender of any portion of its rights
and/or  obligations  hereunder  and under the other Loan  Documents,  other than
assignments  to such  Lender's  Affiliates  or to a Federal  Reserve  Bank under
Section  13.8(c)(ii) hereof,  shall be made pursuant to an Assignment  Agreement
("Assignment  Agreement")  substantially  (as determined by Agent),  in the form
attached hereto as Exhibit E (with appropriate  insertions  acceptable to Agent)
and shall be subject to the terms and  conditions  hereof,  and to the following
restrictions:

                                                     (i)  each           partial
                                    assignment shall be made as an assignment of
                                    a part  of all  of  the  assigning  Lender's
                                    rights and obligations hereunder;

                                                     (ii) each assignment  shall
                                    be in a minimum  amount of the lesser of (x)
                                    Ten Million  Dollars  ($10,000,000)  and (y)
                                    the  entire  remaining  amount of  assigning
                                    Lender's  interest in the  Revolving  Credit
                                    (and   participations   in  any  outstanding
                                    Letters of Credit);  provided  however that,
                                    after giving effect to such  assignment,  in
                                    no event shall the entire  remaining  amount
                                    (if any) of assigning  Lender's  interest in
                                    the Revolving Credit (and  participations in
                                    any  outstanding  Letters of Credit) be less
                                    than $10,000,000;

                                                     (iii) no  assignment  shall
                                    be effective  unless Agent has received from
                                    the assignee (or from the assigning  Lender)
                                    an  assignment  fee of $3,500  for each such
                                    assignment.

In connection with any assignment subject to this Section 13.8(d), Company, each
of the  Permitted  Borrowers  and Agents  shall be  entitled to continue to deal
solely and directly with the assigning Lender in connection with the interest so
assigned  until the Agent  shall  have  received  a notice  of  assignment  duly
executed by the  assigning  Lender and an  Assignment  Agreement  (with  respect
thereto) duly executed by the assigning  Lender and each  assignee;  and (y) the
assigning Lender shall have delivered to the Agent the original of each Note, if
any, issued to such Lender,  held by the assigning  Lender under this Agreement.
From and after the date on which the Agents shall notify  Company and the Lender
which has  accepted  an  assignment  subject to this  Section  13.8(d)  that the
foregoing  conditions  shall  have  been  satisfied  and all  consents  (if any)
required shall have been given, the assignee  thereunder shall be deemed to be a
party to this

                                     -113-

<PAGE>

Agreement.  To the extent that rights and obligations  hereunder shall have been
assigned  to such  assignee  as  provided  in such  notice  of  assignment  (and
Assignment Agreement),  such assignee shall have the rights and obligations of a
Lender under this  Agreement  and the other Loan  Documents  (including  without
limitation the right to receive fees payable  hereunder in respect of the period
following such  assignment).  In addition,  the assigning  Lender, to the extent
that rights and obligations hereunder shall have been assigned by it as provided
in such notice of assignment  (and  Assignment  Agreement),  but not  otherwise,
shall  relinquish  its rights and be released  from its  obligations  under this
Agreement and the other Loan Documents.  Schedule 1.1 to this Agreement shall be
deemed to be amended to reflect the  applicable  new  Percentages of the Lenders
(including the assignee Lender), taking into account such assignment.

                  (e)  Each  Lender  agrees  that  any  participation  agreement
permitted  hereunder  shall comply with all applicable laws and shall be subject
to the  following  restrictions  (which  shall be set  forth  in the  applicable
participation agreement):

                                    (i) such Lender  shall  remain the holder of
                                    its interest in the Indebtedness  hereunder,
                                    notwithstanding any such participation;

                                    (ii) except as  expressly  set forth in this
                                    Section  13.8(e)  with  respect to rights of
                                    setoff  and  the   benefits  of  Section  11
                                    hereof,  a participant  shall have no direct
                                    rights or remedies hereunder;

                                    (iii)  such  Lender  shall  retain  the sole
                                    right  and  responsibility  to  enforce  the
                                    obligations  of the  Company  and  Permitted
                                    Borrowers relating to this Agreement and the
                                    other  Loan  Documents,  including,  without
                                    limitation, the right to proceed against any
                                    Guarantors, or cause Agent to do so (subject
                                    to the terms and conditions hereof), and the
                                    right to approve any amendment, modification
                                    or waiver of any provision of this Agreement
                                    without  the  consent  of  the  participant,
                                    except in the case of participations granted
                                    to an  Affiliate  of such  Lender and except
                                    for  those   matters   covered   by  Section
                                    13.11(a)   through   (e)  and   (h)   hereof
                                    (provided  that a  participant  may exercise
                                    approval rights over such matters only on an
                                    indirect basis,  acting through such Lender,
                                    and Company,  Permitted Borrowers, Agent and
                                    the  other  Lenders  may  continue  to  deal
                                    directly with such Lender in connection with
                                    such Lender's rights and duties hereunder).

Company and each of the Permitted  Borrowers  each agrees that each  participant
shall be deemed to have the right of setoff under Section 10.4 hereof in respect
of its  participation  interest in

                                     -114-

<PAGE>

amounts  owing under this  Agreement  and the other Loan  Documents  to the same
extent as if the  Indebtedness  were owing directly to it as a Lender under this
Agreement,  shall be subject to the pro rata recovery provisions of Section 10.3
hereof and shall be entitled to the  benefits of Section 11 hereof.  The amount,
terms  and  conditions  of  any  participation  shall  be as  set  forth  in the
participation  agreement  between the issuing  Lender and the Person  purchasing
such participation, and the Company, the Permitted Borrowers, the Agents and the
other  Lenders  shall not have any  responsibility  or  obligation  with respect
thereto,  or to any Person to whom any such participation may be issued. No such
participation  shall relieve any issuing Lender of any of its obligations  under
this  Agreement or any of the other Loan  Documents,  and all actions  hereunder
shall be conducted as if no such participation had been granted.

                  (f) The Agent shall maintain at its principal office a copy of
each Assignment  Agreement  delivered to it and a register (the  "Register") for
the  recordation of the names and addresses of the Lenders,  the  Percentages of
such Lenders and the principal amount of each type of Advance owing to each such
Lender  from time to time.  The  entries  in the  Register  shall be  conclusive
evidence,  absent manifest error, and the Company, the Permitted Borrowers,  the
Agent,  and the  Lenders  may treat each  Person  whose name is  recorded in the
Register as the owner of the Advances  recorded therein for all purposes of this
Agreement.  The Register shall be available for  inspection by the Company,  the
Permitted Borrowers or any Lender upon reasonable notice to the Agent and a copy
of such  information  shall be provided to any such party on their prior written
request. The Agent shall give prompt written notice to the Company of the making
of any entry in the Register or any change in such entry.

                  (g) Nothing in this  Agreement,  or the other Loan  Documents,
expressed  or implied,  is intended to or shall  confer on any Person other than
the respective parties hereto and thereto and their successors and assignees and
participants  permitted  hereunder  and  thereunder  any benefit or any legal or
equitable right,  remedy or other claim under this Agreement,  or the other Loan
Documents.

         14.9  Indulgence.  No delay or  failure  of Agents  and the  Lenders in
exercising  any right,  power or  privilege  hereunder  shall affect such right,
power or privilege nor shall any single or partial exercise thereof preclude any
other or further exercise thereof,  or the exercise of any other right, power or
privilege. The rights of Agents and the Lenders hereunder are cumulative and are
not  exclusive  of any rights or remedies  which  Agents and the  Lenders  would
otherwise have.

         14.10   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,  and each executed copy shall  constitute an original  instrument,
but such counterparts shall together constitute but one and the same instrument.

                                     -115-

<PAGE>

         14.11 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 no amendment,  waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following:  (a)  increase  any Lender's  commitments  hereunder,  (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 by the Agents 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, issuing
bank or 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.

         14.12  Taxes and Fees.  Should any tax (other than a tax based upon the
net income of any Lender or Agents (or either of them) by any jurisdiction where
a Lender or Agent is located), recording or filing fee become payable in respect
of  this  Agreement  or  any of  the  other  Loan  Documents  or any  amendment,
modification  or  supplement  hereof or  thereof,  the  Company  and each of the
Permitted Borrowers, jointly and severally, agrees to pay the same together with
any interest or  penalties  thereon and agrees to hold the Agent and the Lenders
harmless with respect thereto.

         14.13  Confidentiality.  Each  Lender  agrees  that  without  the prior
consent of Company,  it will not  disclose  (other than to its  employees  or to
employees  of  any of its  Affiliates,  to  another  Lender  or to any of  their
respective  auditors or counsel) any information  with respect to the Company or
any of its  Subsidiaries  or any of the Permitted  Borrowers  which is furnished
pursuant to the terms and  conditions of this Agreement or any of the other Loan
Documents or which is designated (in writing) by Company or any of the Permitted
Borrowers to be

                                     -116-

<PAGE>

confidential;  provided that any Lender may disclose any such information (a) as
has become  generally  available to the public or has been lawfully  obtained by
such Lender from any third party under no duty of confidentiality to the Company
or such Permitted Borrower known to such Lender after reasonable inquiry, (b) as
may be required or appropriate in any report,  statement or testimony  submitted
to, or in respect of any inquiry by, any municipal,  state or federal regulatory
body having or claiming to have  jurisdiction  over such Lender,  including  the
Board of Governors  of the Federal  Reserve  System of the United  States or the
Federal Deposit Insurance Corporation or similar  organizations  (whether in the
United  States or  elsewhere)  or their  successors,  (c) as may be  required or
appropriate  in respect of any  summons or subpoena  or in  connection  with any
litigation,  (d) in order to comply with any law,  order,  regulation  or ruling
applicable to such Lender, and (e) to any permitted transferee or assignee or to
any approved  participant  of, or with respect to, an interest in this Agreement
and the other Loan Documents, as aforesaid.

         14.14  Withholding  Taxes. If any Lender is not incorporated  under the
laws of the United States or a state thereof, such Lender shall promptly (but in
any event prior to the initial  payment of  interest  hereunder)  deliver to the
Agent two executed  copies of (i) Internal  Revenue Service Form 1001 specifying
the applicable tax treaty between the United States and the jurisdiction of such
Lender's  domicile which provides for the exemption from withholding on interest
payments to such Lender, (ii) Internal Revenue Service Form 4224 evidencing that
the income to be received by such Lender hereunder is effectively connected with
the conduct of a trade or business in the United States or (iii) other  evidence
satisfactory  to the Agent that such Lender is exempt from United  States income
tax withholding with respect to such income; provided, however, that such Lender
shall not be required to deliver to Agent the aforesaid  forms or other evidence
with  respect to (i)  Advances to any Foreign  Subsidiary  which is or becomes a
Permitted  Borrower hereunder or (ii) with respect to Advances to the Company or
any  Domestic  Subsidiary  which  subsequently   becomes  a  Permitted  Borrower
hereunder,  if such Lender has  assigned its  interest in the  Revolving  Credit
(including any outstanding  Advances thereunder and participations in Letters of
Credit  issued  hereunder)  and any Notes  issued to it by the  Company,  or any
Domestic  Subsidiary (if any) which  subsequently  becomes a Permitted  Borrower
hereunder,  to an Affiliate which is  incorporated  under the laws of the United
States or a state thereof, and so notifies the Agent. Such Lender shall amend or
supplement  any such form or evidence as required to insure that it is accurate,
complete and non-misleading at all times. Promptly upon notice from the Agent of
any  determination by the Internal Revenue Service that any payments  previously
made to  such  Lender  hereunder  were  subject  to  United  States  income  tax
withholding  when  made,  such  Lender  shall pay to the Agent the excess of the
aggregate  amount  required to be withheld from such payments over the aggregate
amount actually  withheld by the Agent. In addition,  from time to time upon the
reasonable  request  and at the sole  expense of the  Company  or the  Permitted
Borrowers, each Lender and each of the Agents shall (to the extent it is able to
do so based upon applicable facts and  circumstances),  complete and provide

                                     -117-

<PAGE>

the Company or the Permitted  Borrowers with such forms,  certificates  or other
documents as may be  reasonably  necessary to allow the Company or the Permitted
Borrowers, as applicable,  to make any payment under this Agreement or the other
Loan Documents  without any  withholding  for or on the account of any tax under
Section  10.1(d) hereof (or with such  withholding at a reduced rate),  provided
that the execution and delivery of such forms,  certificates  or other documents
does  not  adversely  affect  or  otherwise  restrict  the  right  and  benefits
(including without limitation economic benefits) available to such of the Lender
or the Agents, as the case may be, under this Agreement or any of the other Loan
Documents,  or under or in connection with any  transactions  not related to the
transactions contemplated hereby.

         14.15 ERISA Restrictions. To the extent any Advance hereunder is funded
by or on behalf of an insurance  company,  bank,  or other Person deemed to hold
assets of any employee benefit plan subject to ERISA or other plan as defined in
and subject to the  prohibited  transaction  provisions  of Section  4975 of the
Internal  Revenue Code  pursuant to applicable  Department of Labor  regulations
(the "Plan Asset Regulations"),  or any such plan acting on its own behalf, such
insurance  company,  bank,  entity or plan warrants and represents that at least
one of the following statements is an accurate  representation as to each source
of funds (a "Source") to be used by such insurance company, bank, entity or plan
to fund the Advance(s) hereunder:

                  (a)  the  Source  consists  of  plan  assets  subject  to  the
discretionary  authority or control of an in-house  asset  manager  ("INHAM") as
such term is defined in Section IV(a) of Prohibited  Transaction Class Exemption
96-23 (issued April 10, 1996) ("PTCE 96-23"),  and the funding of the Advance(s)
hereunder is exempt under the provisions of PTCE 96-23; or

                  (b) the Source is an "insurance  company  general  account" as
such term is defined in Section V(e) of Prohibited  Transaction  Class Exemption
95-60 (issued July 12, 1995) ("PTCE  95-60"),  and the funding of the Advance(s)
hereunder is exempt under the provisions of PTCE 95-60; or

                  (c) the  Source  is either  (x) an  insurance  company  pooled
separate account,  within the meaning of Prohibited  Transaction Class Exemption
90-1 (issued January 29, 1990) ("PTCE 90-1") or (y) a bank collective investment
fund, within the meaning of Prohibited Transaction Class Exemption 91-38 (issued
July 12, 1991) ("PTCE 91-38") and, except as such insurance  company or bank has
disclosed to the Company in writing  pursuant to this paragraph (ii), no plan or
group of  plans  maintained  by the  same  employer  or  employee  organization,
beneficially  owns more than 10% of all assets allocated to such pooled separate
account or collective  investment  fund;  and, in either such case,  all records
necessary to establish the availability of each exemption by reason thereof will
be maintained and made available as required by the terms of such exemption; or

                                     -118-

<PAGE>

                  (d) the Source is an "investment  fund" (within the meaning of
Part V of Prohibited  Transaction  Class Exemption 84-14 (issued March 13, 1984)
(the "QPAM  Exemption"))  managed by a "qualified  professional  asset  manager"
("QPAM")  within  the  meaning of Part V of the QPAM  exemption)  which has been
identified  pursuant  to this  paragraph  (iii),  such that the  funding  of the
Advance(s)  by or  on  behalf  of  such  investment  fund  is  exempt  from  the
application of the prohibited transaction rules of ERISA and Section 4975 of the
Internal Revenue Code,  provided that no party to the transactions  described in
this  Agreement and no affiliate  (within the meaning of Section  V(c)(1) of the
QPAM  Exemption)  of such  party  has,  or at any time  during  the  immediately
preceding year  exercised,  the authority to appoint or terminate the identified
QPAM as manager of the assets of any employee  benefit plan that has an interest
in such  investment  fund  (which  plans have been  identified  pursuant to this
paragraph (iii)) or to negotiate the terms of said QPAM's  management  agreement
on behalf of any such identified plan; or

                  (e) the Source is a "governmental plan" as defined in Title 1,
Section 3(32) of ERISA; or

                  (f) the  Source is one or more  "employee  benefit  plans" (or
other plan as defined in and  subject to Section  4975 of the  Internal  Revenue
Code) or a separate  account,  trust fund,  or other entity  comprised of one or
more such plans (determined  after giving effect to the Plan Asset  Regulations)
each of which has been  identified  to the  Company in writing  pursuant to this
paragraph (v); or

                  (g) the Source does not include assets of any employee benefit
plan or other plan,  other than a plan exempt from coverage under ERISA and from
the prohibited transactions of Section 4975 of the Internal Revenue Code.

         14.16 Effective  Date.  This Agreement shall become  effective upon the
Effective  Date,  and shall remain  effective  until the  Indebtedness  has been
repaid and  discharged in full and no commitment to extend any credit  hereunder
remains outstanding. Those Permitted Borrowers not signatories to this Agreement
on the  Effective  Date shall become  obligated  hereunder  (and shall be deemed
parties to this  Agreement)  upon the execution  and delivery,  according to the
terms and conditions set forth in Section 2.1 hereof, of the Permitted  Borrower
Addendum.

         14.17  Severability.  In case any one or more of the obligations of the
Company or any of the Permitted  Borrowers under this  Agreement,  or any of the
other  Loan  Documents  shall  be  invalid,  illegal  or  unenforceable  in  any
jurisdiction,  the  validity,  legality  and  enforceability  of  the  remaining
obligations  of the Company or such  Permitted  Borrower shall not in any way be
affected   or   impaired   thereby,   and   such   invalidity,   illegality   or
unenforceability in one jurisdiction shall not affect the validity,  legality or
enforceability  of the  obligations  of the Company or such

                                     -119-

<PAGE>

Permitted  Borrower  under this  Agreement or any of the other Loan Documents in
any other jurisdiction.

         14.18  Table  of  Contents  and  Headings;   Construction   of  Certain
Provisions.  The table of contents and the headings of the various  subdivisions
hereof  are for  convenience  of  reference  only and shall in no way  modify or
affect any of the terms or provisions hereof. If any provision of this Agreement
or any of the  other  Loan  Documents  refers  to any  action to be taken by any
Person, or which such Person is prohibited from taking,  such provision shall be
applicable  whether such action is taken  directly or indirectly by such Person,
whether or not expressly specified in such provision.

         14.19 Independence of Covenants. Each covenant hereunder shall be given
independent  effect (subject to any exceptions  stated in such covenant) so that
if a  particular  action or  condition  is not  permitted  by any such  covenant
(taking  into  account  any such  stated  exception),  the fact that it would be
permitted by an exception to, or would be otherwise  within the  limitations of,
another  covenant  shall not avoid the  occurrence  of a Default  or an Event of
Default if such action is taken or such condition exists.

         14.20  Reliance  on and  Survival  of  Various  Provisions.  All terms,
covenants,  agreements,  representations  and  warranties  of the Company or any
party to any of the Loan  Documents  made  herein  or in any of the  other  Loan
Documents or in any certificate,  report,  financial statement or other document
furnished by or on behalf of the Company, any such party in connection with this
Agreement or any of the other Loan Documents shall be deemed to have been relied
upon by the Lenders,  notwithstanding any investigation  heretofore or hereafter
made  by any  Lender  or on  such  Lender's  behalf,  and  those  covenants  and
agreements of the Company and the Permitted  Borrowers set forth in Section 11.8
hereof  (together  with any other  indemnities  of the Company or the  Permitted
Borrowers  contained  elsewhere  in this  Agreement  or in any of the other Loan
Documents  and of Lenders set forth in  Sections  12.1,  12.12 and 13.13  hereof
shall,  notwithstanding  anything to the contrary  contained in this  Agreement,
survive the repayment in full of the  Indebtedness  and the  termination  of any
commitments to make Advances hereunder.

         14.21 Complete  Agreement;  Amendment and Restatement . This Agreement,
the Notes (if issued),  any Requests for Advance or Letters of Credit hereunder,
the other Loan Documents and any  agreements,  certificates,  or other documents
given to secure the  Indebtedness,  contain the entire  agreement of the parties
hereto,  and none of the parties hereto shall be bound by anything not expressed
in writing. This Agreement constitutes an amendment and restatement of the Prior
Credit  Agreement,  which Prior Credit Agreement is fully superseded and amended
and restated in its entirety hereby;  provided,  however,  that the Indebtedness
governed by the Prior

                                     -120-

<PAGE>

Credit  Agreement  shall  remain  outstanding  and in full  force and effect and
provided  further  that this  Agreement  does not  constitute a novation of such
Indebtedness.


                     [SIGNATURES FOLLOW ON SUCCEEDING PAGES]


                                     -121-

<PAGE>

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


COMPANY:                                    AGENT:

VISHAY INTERTECHNOLOGY, INC.                COMERICA BANK, As Agent


By: /s/ Richard N. Grubb                    By:  /s/
   --------------------------------              -------------------------------
Its: Executive Vice President,                   Its:  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
63 Lincoln Highway
Malvern, Pennsylvania 19355

VISHAY ELECTRONIC GmbH


By:  /s/ Richard N. Grubb
     --------------------------------------
Its: Executive Vice President,
     Chief Financial Officer and Director
63 Lincoln Highway
Malvern, Pennsylvania 19355


PAMELA VERWALTUNGSGESELLSCHAFT mbH


By:  /s/ Richard N. Grubb
     --------------------------------------
Its: Executive Vice President,
     Chief Financial Officer and Director
63 Lincoln Highway
Malvern, Pennsylvania 19355

                                     -122-

<PAGE>

SILICONIX INCORPORATED

By: /s/
    ----------------------------
Its:
    ----------------------------
<PAGE>

                                            BANKS:

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


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


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

<PAGE>

                                            FIRST UNION NATIONAL BANK


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


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

<PAGE>

                                            NATIONSBANK, N.A.


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


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

<PAGE>

                                            BHF-BANK AKTIENGESELLSCHAFT


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


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

<PAGE>

                                            BANK HAPOALIM B.M.,
                                            NEW YORK BRANCH



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

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

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

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

<PAGE>

                                            BANK LEUMI le-ISRAEL, B.M.


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

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

<PAGE>

                                            PNC BANK, NATIONAL ASSOCIATION



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

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

<PAGE>

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


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

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

<PAGE>

                                            SOCIETE GENERALE, NEW YORK BRANCH



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

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

<PAGE>

                                            FLEET NATIONAL BANK


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

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


<PAGE>

                                            BARCLAYS BANK PLC


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

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

<PAGE>

                                            ABN AMRO BANK NV



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

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


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

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

<PAGE>

                                            BANK OF AMERICA NATIONAL TRUST AND
                                            SAVINGS ASSOCIATION


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

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

<PAGE>

                                            THE BANK OF NOVA SCOTIA


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

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


<PAGE>

                                            THE FIRST NATIONAL BANK OF CHICAGO



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

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

<PAGE>

                                            WESTDEUTSCHE LANDESBANK
                                            GIROZENTRALE, NEW YORK BRANCH


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

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

<PAGE>

                                            BANK AUSTRIA CREDITANSTALT


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

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

<PAGE>

                                            THE BANK OF NEW YORK


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

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

<PAGE>

                                            BANQUE NATIONALE DE PARIS



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

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

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

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

<PAGE>

                                            CREDIT AGRICOLE INDOSUEZ



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

                                            Its:
                                                --------------------------------
<PAGE>

                                            KEYBANK NATIONAL ASSOCIATION



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

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

<PAGE>

                                            MELLON BANK, N.A.



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

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

<PAGE>

                                            WACHOVIA BANK, N.A.


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

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

<PAGE>

                                            KBC BANK N.V.


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

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

<PAGE>

                                            NATEXIS BANQUE



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

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


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

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

<PAGE>

                                            ISTITUTO BANCARIO SAN PAOLO
                                            DI TORINO, S.p.A.


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

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

<PAGE>

                                            CREDIT LYONNAIS NEW YORK BRANCH


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

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

<PAGE>

                                            REPUBLIC NATIONAL BANK


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

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

<PAGE>

                                  Schedule 1.1

                                   Percentages
                     (Long Term Revolving Credit Agreement)

---------------------------------- ---------------- --------------------
Lender                               Percentage       Allocation*/
                                                              -
---------------------------------- ---------------- --------------------

Comerica Bank                           6.82%         $56,250,000.00
---------------------------------- ---------------- --------------------

NationsBank                             6.82%         $56,250,000.00
---------------------------------- ---------------- --------------------

Credit Lyonnais New York Branch         5.91%         $48,750,000.00
---------------------------------- ---------------- --------------------

Barclays Capital                        4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

Bank Hapoalim                           5.45%         $45,000,000.00
---------------------------------- ---------------- --------------------

Fleet Bank                              5.45%         $45,000,000.00
---------------------------------- ---------------- --------------------

ABN-AMRO                                4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

BHF Bank                                4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

First Union                             4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

Bank Leumi                              4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

Bank of America                         4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

Bank of Nova Scotia                     4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

FNBC                                    4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

West LB                                 4.55%         $37,500,000.00
---------------------------------- ---------------- --------------------

PNC Bank                                3.18%         $26,250,000.00
---------------------------------- ---------------- --------------------

Bank Austria Creditanstalt              2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Bank of New York                        2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Bank of Tokyo-Mitsubishi                2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Banque Nationale de Paris               2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Credit Agricole Indosuez                2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

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

<PAGE>

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

KeyBank National Association            2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Mellon Bank                             2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Societe Generale                        2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

Wachovia Bank                           2.27%         $18,750,000.00
---------------------------------- ---------------- --------------------

KBC                                     1.36%         $11,250,000.00
---------------------------------- ---------------- --------------------

Natexis Banque BFCE                     1.36%         $11,250,000.00
---------------------------------- ---------------- --------------------

San Paolo Bank                          1.36%         $11,250,000.00
---------------------------------- ---------------- --------------------

Republic Bank of New York               .91%          $ 7,500,000.00
---------------------------------- ---------------- --------------------

<PAGE>

                                  SCHEDULE 4.1

                                 PRICING MATRIX

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

<TABLE>
<CAPTION>

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

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

<S>        <C>                              <C>             <C>               <C>                <C>
                                            2.0:1.0          2.0:1.0           2.5:1.0           3.0:1.0
            Leverage Ratio                                     but              but
                                                             2.5:1.0           3.0:1.0
----------------------------------------- -------------- ---------------- ------------------ -----------------

     Revolving Credit Facility Fee            0.25%            0.30%             0.35%             0.40%
----------------------------------------- -------------- ---------------- ------------------ -----------------

       Eurocurrency-based Margin              0.75%            0.85%            1.025%             1.20%
----------------------------------------- -------------- ---------------- ------------------ -----------------

        Prime-based Rate Margin                 0               0                 0                 0
----------------------------------------- -------------- ---------------- ------------------ -----------------

          Letter of Credit Fee                0.75%            0.85%            1.025%             1.20%
       (exclusive of facing fee)
----------------------------------------- -------------- ---------------- ------------------ -----------------
</TABLE>


From the Effective Date until the required date of delivery under Section 7.3(c)
of the Company's  financial  statements  for the fiscal  quarter ending June 30,
1999, the margins and fee  percentages  shall be those set forth under the Level
IV column.

<PAGE>


                                  SCHEDULE 13.6



               See Administrative Detail Forms addressed to Agent.