REVOLVING FACILITY
AGREEMENT


Dated November 30,
2011


For 


VISHAY ADVANCED TECHNOLOGIES LTD 


As Borrower 


Provided by 


HSBC BANK PLC,
TEL AVIV BRANCH 


As Bank


1







THIS FACILITY AGREEMENT
is dated this 30th day of November 2011
between:

	(1)	     	VISHAY ADVANCED TECHNOLOGIES
      LTD, a limited company (with company
      number 51-286814-2) organised and existing under the laws of the State of
      Israel, having its registered office at 2 Haofan St., Holon 58814, Israel,
      as borrower (the "Borrower"); and
	 
	(2)		HSBC BANK PLC, TEL AVIV BRANCH
      of 74 Rothschild Blvd, Tel-Aviv,
      Israel, (the "Bank").



WHEREAS

The Bank has agreed to make available
to the Borrower, upon and subject to the terms and conditions contained in this
Agreement, a committed credit facility in an amount up to USD
15,000,000.

NOW, THEREFORE, IT IS AGREED as
follows:


	1.	INTERPRETATION
	            	 		 
	1.1	Definitions
	 
		In
      this Agreement, the following terms shall have the following
      meanings:
	 
	Acceptable Certifier	       	One of: (i) an officer of the Bank or
      any of its Affiliates; (ii) a notary with apostille; (iii) a lawyer
      licensed to practise law in Israel; or (iv) an Israeli
consul.
	 
	Acquisition		(a) any acquisition by the Borrower
      or any of its Subsidiaries of an interest in any other person that shall
      then become Consolidated with the Borrower and its Subsidiaries in
      accordance with GAAP (or Consolidated with VPG and its subsidiaries in
      accordance with United States GAAP) (including, by way of merger into
      Borrower or any Subsidiary or otherwise), or (b) any acquisition by the
      Borrower or any of its Subsidiaries of all or any substantial part of the
      assets of any other person or of a division or line of business of any
      other person, in any case, whether by purchase, lease, exchange, issuance
      of equity or debt securities, merger, reorganization or any other
      method.
	 
	Affiliate			A Subsidiary or a holding company of
      the Bank or any other Subsidiary of that holding company.
	 
	Agreement Date		The date of this
  Agreement.
	 
	Applicable Environmental
Standards	 	All applicable laws and regulations
      relating to health, safety and environmental matters, all consents,
      licenses, authorisations and approvals of, and exemptions by, any
      Governmental Authority relating to health, safety and environmental
      matters relevant and applying to the Borrower and its
    Subsidiaries.
	 
	Available Commitment		The Commitment minus:
	 
				(a) the Base Currency Amounts of any
      outstanding Utilisations; and
	 
				(b) in relation to any proposed
      Utilisation, the Base Currency Amounts of any Utilisations that are due to
      be made on or before the proposed Utilisation Date,
	 
				other than any Utilisations that are
      due to be repaid, prepaid or to expire on or before the proposed
      Utilisation Date.



2







	Bank's Spot
      Rate of
Exchange	       	The Bank's spot rate of
      exchange for the purchase of the relevant currency with the Base Currency
      at or about 11:00 a.m. on a particular day.
	 
	Base
      Currency		USD.			
	 
	Base Currency
      Amount		In relation to a Loan or a
      Utilisation, the amount specified in the Request delivered by the Borrower
      for that Loan or Utilisation (or, if the amount requested is not
      denominated in the Base Currency, that amount converted into the Base
      Currency at the Bank's Spot Rate of Exchange on the date which is three
      Business Days before the Utilisation Date or, if later, on the date the
      Bank receives the Request) adjusted to reflect any repayment (other than a
      repayment arising from a change of currency), prepayment, consolidation or
      division of the Loan or Utilisation.
	 
	Base
      Rate		LIBOR.			
	 
	Borrower's
      Account		Account number __________
      under the
      name of the Borrower at the Bank.
	 
	Business
      Day		A day on which banks are
      open for business in Tel-Aviv, London and:
	 
			(a) (in relation to any date
      for payment or purchase of USD) New York; or
	 
			(b) (in relation to any date
      for payment or purchase of EUR) any TARGET Day.
	 
	Capital
      Lease		A lease with respect to which the lessee is required to recognize the acquisition
of an asset and the incurrence of a liability in accordance with GAAP.
	 
	Capital Lease
      Obligation		With respect to any
      Capital Lease, the amount of the obligation of the lessee thereunder which
      would in accordance with GAAP appear on a balance sheet of such lessee in
      respect of such Capital Lease or otherwise be disclosed in a note to such
      balance sheet.
	  
	Certified
      True Copy		A copy of a document
      certified as being a true copy of the original by an Acceptable
      Certifier.
	 
	Change of
      Control		     	(a)	     	Any person or group of
      persons, acting in concert, other than interests owned by members of the
      Zandman Parties, shall obtain ownership or control in one or more series
      of transactions of more than 50.1% of the common stock or 50.1% of the
      voting power of VPG entitled to vote in the election of members of the
      board of directors of VPG or similar governing body;
	 
				(b)		Any person or group of
      persons, acting in concert, other than interests owned directly or
      indirectly by members of the Zandman Parties, , shall obtain ownership or
      control in one or more series of transactions of more than 50.1% of the
      common stock or more than 50.1% of the voting power of the Borrower
      entitled to vote in the election of members of the board of directors of
      the Borrower or similar governing body; or
	 
				(c)		Any person or group of
      persons, acting in concert, other than interests owned directly or
      indirectly by members of the Zandman Parties, shall obtain ownership or
      control in one or more series of transactions of more than 50.1% of the
      common stock or more than 50.1% of the voting power of VPI entitled to
      vote in the election of members of the board of directors of VPI or
      similar governing body.



3







	Commitment		USD 15,000,000 to the extent not cancelled,
      reduced, terminated or transferred under this Agreement.
	 
	Commitment Period		The period from the Agreement Date to the
      earlier of the date falling three years following the Agreement Date or
      the date the Commitment is entirely cancelled (both dates
      inclusive).
	 
	Consolidated		With respect to any person and any specified
      Subsidiaries, refers to the consolidation of financial statements of such
      person and such Subsidiaries and of particular items in such financial
      statements in accordance with GAAP.
	 
	Debentures		Debentures (Igrot
      Hov)
      signed by the Borrower and each Guarantor, in the forms satisfactory to
      the Bank, including for the creation of the following first ranking
      collaterals with respect to each of the foregoing:
	 
			       	(a)	       	a floating charge over all assets;
	 
				(b)		a fixed charge over uncalled/unpaid-up share capital and
      goodwill;
	 
				(c)		a fixed charge and assignment over all intellectual property
      rights; and
	 
				(d)		a fixed charge and assignment over all rights under insurance
      policies.
	 
	Default		An Event of Default or an event or
      circumstance which but for the giving of notice, passage of time, the
      making of any determination or fulfilment of any other applicable
      condition (or any combination of the foregoing) would constitute an Event
      of Default.
	 
	Default Interest		As described in Clause 8.3.
	 
	EBITDA		To be computed according to the mechanism
      set forth in Schedule 1 of this Agreement (which Schedule may be amended
      from time to time by the written consent of the parties
  hereto).
	 
	Environmental
    Claim	       	Any and all obligations, liabilities,
      losses, administrative, regulatory or judicial actions, suits, demands,
      decrees, claims, liens, judgments, notices of non-compliance, notices of
      potential or actual liability or violation, investigations or proceedings
      by or before any Governmental Authority or damages (including
      consequential and punitive damages), penalties and out-of-pocket costs,
      expenses, reimbursements or attorneys’ or consultants’ fees relating to
      the foregoing, incurred under any Applicable Environmental Standards,
      including (a) any and all claims by any person for enforcement, clean-up,
      removal, response, remedial or other actions or damages pursuant to any
      Applicable Environmental Standards and (b) any and all claims by any
      person seeking damages, contributions, indemnification, cost recovery,
      compensation or injunctive relief resulting from hazardous substances or
      arising from alleged injury to health, safety or the environment, or
      non-compliance with Applicable Environmental Standards.
	 
	Event of Default		An event specified as such in Clause 16
      (Events of Default).
	 
	Facility		The revolving loan facility made available
      under this Agreement as described in Clause
2.



4







	Facility
      Office		The Tel Aviv branch of the
      Bank or such other branch of the Bank or an Affiliate as may be designated
      by the Bank by written notice to the Borrower at least seven (7) days in
      advance.
	 
	Finance
      Documents		       	(a)	       	This Agreement;
	 
			       	(b)		The Subordination
  Agreement;
	 
			(c)		The Security Documents;
	 
			(d)		Each Request; and
	 
				 Any other document designated as such by the Bank and the Borrower or replacing an existing Finance Document.
	 
	GAAP		Generally accepted
      accounting principles in Israel, consistently applied, as in effect from
      time to time.
	 
	Governmental
      Authority	     	The government or any
      political subdivision of the government of the State of Israel or any
      other country, any agency, department or any other administrative
      authority or instrumentality thereof, including, without limitation, any
      local or other governmental agency or other authority within the State of
      Israel or that other country.
	 
	Guarantees	 	Letters of Guarantee
      signed by each of the Guarantors and VPG, in the forms satisfactory to the
      Bank.
	 
	Guarantors				
			(a)		Tedea-Huntleigh International
      Ltd;
	 
			(b)		T-H Technology Ltd;
	 
			(c)		T-H Industrial Properties Ltd;
      and
	 
			Any other party which guarantees the payment of the Borrower's
      debts and obligations under this Agreement to the Bank, subsequent to the
      Agreement Date (except VPG).
	 
	Indebtedness		With respect to any person
      (without duplication):
	 
			(a)		all indebtedness of such person for
      borrowed money;
	 
			(b)		all obligations of such person for
      the deferred purchase price of capital assets or for any part of the
      deferred purchase price of other property or services which purchase price
      for other property or services is due more than six months (or a longer
      period of up to one year, if such terms are available from suppliers in
      the ordinary course of business) from the date of incurrence of the
      obligation in respect thereof;
	  
			(c)		all obligations of such person
      evidenced by notes, bonds (other than performance bonds), debentures or
      other similar instruments;
	  
			(d)		all indebtedness created or arising
      under any conditional sale or other title retention agreement with respect
      to property acquired by such person (even though the rights and remedies
      of the seller or lender under such agreement in the event of default are
      limited to repossession or sale of such property) and all other
      indebtedness secured by a lien on the property or assets of such
      person;



5







		       	(e)	       	all Capital Lease Obligations of
      such person;
	                         
                  		 
			(f)		all obligations, contingent or
      otherwise, of such person under acceptance, letter of credit or similar
      facilities;
			 
			(g)		all obligations in respect of
      disqualified stock or other obligations of such person to purchase,
      redeem, retire, defease or otherwise acquire for value any capital stock
      of such person or any warrants, rights or options to acquire such capital
      stock, which obligations shall be valued, in the case of redeemable
      preferred stock, at the liquidation preference payable upon mandatory
      redemption and, in the case of other such obligations, at the amount that,
      in light of all the facts and circumstances existing at the time of
      determination, can reasonably be expected to become payable;
			 
			(h)		all obligations of such person
      under Swap Agreements;
			 
			(i)		a guarantee of such
    person;
			 
			(j)		all Indebtedness referred to in
      clauses (a) through (h) above secured by (or which the holder of such
      Indebtedness has an existing right, contingent or otherwise, to be secured
      by) any lien on property (including accounts and contract rights) owned by
      such person, even though such person has not assumed or become liable for
      the payment of such Indebtedness;
			 
			(k)		all unfunded pension liabilities;
      and
			 
			(l)		the Indebtedness of any
      partnership or unincorporated joint venture in which such person is a
      general partner or a joint venturer.


6







	India
      Transducers Asset Sale	     	The sale by
      Tedea-Huntleigh International Ltd (an Israeli company) to Vishay Precision
      Transducers India Private Ltd of certain load cell manufacturing assets
      for an aggregate purchase price of approximately USD
  8,000,000.
	 
	Interest
      Payment Date		The final day of an
      Interest Period.
	 
	Interest
      Period		As determined in Clause 7
      (Interest Periods).
	 
	Investment		As applied to any person
      (the “investor”) but without duplication: (a) any direct or indirect
      purchase or other acquisition by such investor of stock or other
      securities of any other person, (b) any guarantee by such investor of
      obligations of any other person, (c) any direct or indirect loan, advance
      or capital contribution by such investor to any other person, including
      all Indebtedness and accounts receivable owing to such investor from such
      other person which are not current assets or did not arise from sales to
      such other person in the ordinary course of business and (d) any Swap
      Agreement entered into by such person.
	 
	Israeli
      Corporate Group		The Borrower and its
      direct or indirect Subsidiaries, except the PM Group.
	 
	Legal
      Opinion		A legal opinion signed by
      U.S. counsel reasonably acceptable to the Bank, relating to the legality,
      validity, binding effect and enforceability of the Guarantee provided by
      VPG.
	 
	LIBOR		(London Inter Bank Offered
      Rate) means the interbank interest offered on the London market for USD or
      EUR, as the case may be, for the relevant Interest Period. LIBOR will be
      determined in accordance with the data published by Reuters on the LIBOR
      01 screen as of 11:00, two Business Days before the first day of that
      period, or, if no data is published on the screen or by Reuters, the terms
      of the below Clause 12 (Unavailability of Currencies) will apply. Should
      the LIBOR be a negative number, the interest will be calculated on the
      basis that the LIBOR is equal to 0%.
	 
	Loan		The principal amount of
      each loan borrowed by the Borrower under this Agreement or the principal
      amount outstanding of that borrowing.
	 
	Mandatory
      Costs		The cost imputed to the
      Bank of compliance with any applicable regulatory or central bank
      requirement relating to the Loan.
	 
	Margin		2.15% p.a.
	 
	Material
      Adverse Change			Any material adverse change in:
	 
			       	(a)	       	the business, condition (financial or
      otherwise), results, operations or properties of (i) the Borrower or (ii)
      the Borrower and its Subsidiaries taken as a whole;
	 
				(b)		 the binding nature, validity or
      enforceability of any of the Finance Documents;
	 
				(c)		the ability of the Borrower or any of the
      Guarantors and/or VPG to perform its obligations under any of the Finance
      Documents to which it is a party; or
	 
				(d)		the validity, perfection, priority or
      enforceability of any security granted to the Bank under the Security
      Documents.



7







	Maximum
      Interest		The interest payable under
      this Agreement plus Unauthorised Overdraft Interest.
	 
	Obligor		(a)	       	The Borrower;
	 
			(b)	 	VPG; and
	 
			(c)	 	each Guarantor.
	 
	Officer's
      Compliance
Certificate		A certificate in the form
      of Schedule 2.
	 
	Payment
      Date		A day on which principal
      and/or interest is payable.
	 
	Permitted
      Acquisition	     	An Acquisition (a) in
      which the Borrower provides at least 15 Business Days' prior written
      notice to the Bank, together with pro forma financial information and
      revised projections giving effect to the Acquisition, (b) of a business
      that is in a Permitted Business, (c) in compliance with applicable laws,
      (d) in which the Board of Directors of the target approves the sale, (e)
      where no Default or Event of Default has occurred and is continuing
      before, and after giving effect to, the Acquisition and the
      representations in the Finance Documents shall be correct in all material
      respects at the time of such Acquisition and (f) in which, for
      Acquisitions with a purchase price in excess of USD 5,000,000, the
      Borrower provides such documentation and information as the Bank
      reasonably requests; provided, any such Acquisition shall not be effected
      when the Leverage Ratio (as defined in Clause 15.13(a)(ii)) (on a pro
      forma basis
      after giving effect to the Acquisition) is greater than or equal to
      1.5:1.0.
	 
	Permitted
      Business		Owning, operating,
      managing and maintaining a business engaged in the design, manufacture,
      marketing and delivery of sensors, sensor-based systems and foil
      technology-based products, such as resisters, resistive sensors, and
      sensor-based systems, all for a wide variety of applications, and all
      lines of business reasonable related thereto.
	 
	PM
      Group		Vishay PM Group Limited
      and its direct and indirect Subsidiaries.
	 
	Repayment
      Date		As set out in the Request
      for the relevant Loan, provided that:
	 
			(a)	       	Each Repayment Date shall
      coincide with an Interest Payment Date; and
	 
			(b)		The final Repayment Date
      for any Loan shall not be later than the end of the Commitment
      Period.
	 
	Reported
      Person		(a)		The Borrower;
	 
			(b)		Each
  Guarantor;
	 
			(c)		Vishay Waste Collection
      Systems B.V.;
	 
			(d)		Vishay Waste Collection Systems
      N.V.;
	 
			(e)		Vishay PM Onboard
      (Ireland) Limited; and
	 
			Any other Subsidiary of
      the Borrower which succeeds to a Reported Person's activity or a
      significant portion thereof subsequent to the Agreement Date.
	 
	Request		A request made by the
      Borrower for a Utilisation, substantially in the form of Schedule 3 (Form
      of Request).



8







	Reference
      Banks		The principal London
      offices of Standard Bank plc, HSBC Bank plc and The Royal Bank of Scotland
      plc.
	 
	Restricted
      Payment	     	       	(a)	       	any dividend or other distribution, direct or indirect, on account
      of any shares of any class of capital stock of the Borrower or any of the
      Guarantors, as the case may be, now or hereafter outstanding, except a
      dividend payable solely in shares of capital stock of the Borrower or such
      Guarantor, as the case may be;
	 
				(b)		any redemption,
      retirement, purchase or other acquisition, direct or indirect, of any
      shares of any class of capital stock of the Borrower or any of the
      Guarantors, as the case may be, now or hereafter outstanding, or of any
      warrants, rights or options to acquire any such shares or interests,
      except to the extent that the consideration therefor consists solely of
      shares of capital stock of the Borrower or such Guarantor;
	 
				(c)		any sinking fund, other
      prepayment or instalment payment on account of any capital stock of the
      Borrower or any of the Guarantors;
	 
				(d)		any other payment, loan or
      advance to a shareholder or other equity holder of the Borrower or any
      Guarantor whether in the capacity of such person as a shareholder or
      otherwise, except salaries and other compensation, the payment of which is
      not otherwise restricted under the Finance Documents, paid in the ordinary
      course of business, consistent with past practice and/or with general
      practice concerning payments made to officers and/or service providers of
      similarly situated companies;
	 
				(e)		any forgiveness or release
      without adequate consideration (it being clarified that in case of a
      conversion of debt to capital stock, the capital stock would be deemed to
      be "consideration" for the debt, the adequacy of which shall be determined
      on a case-by-case basis) by the Borrower or any Guarantor of any
      Indebtedness or other obligation owing to the Borrower or such Guarantor
      by a shareholder or other equity holder of the Borrower or a Guarantor;
      or
	 
				(f)		any payment of principal,
      interest, fees or other amounts in respect of subordinated
      Indebtedness.
	 
	Security
      Documents			(a)		each Guarantee;
    and
	 
	 			(b)		each
  Debenture.
	 
	Senior
      Agent	 	JPMorgan Chase Bank,
      National Association.
	 
	Senior Credit
      Facility		The credit facility made
      available to VPG or its wholly-owned direct or indirect subsidiaries under
      the Credit Agreement by and among VPG, the Senior Agent, and others, dated
      as of 14 10 2010, as amended or replaced.
	 
	Subordination
      Agreement		The document titled
      "Subordination Agreement" signed by the Bank, the Senior Agent and VPG on
      or about the date of this Agreement.
	 
	Subsidiary		As defined in the
      Securities Law, 5728-1968, i.e. a company in which another company holds
      fifty percent or more of the nominal value of its issued share capital or
      of the voting power therein or is entitled to appoint half or more of the
      directors or its general manager.



9








	Swap
      Agreement	      	Any agreement with respect to any
      swap, forward, future or derivative transaction or option or similar
      agreement involving, or settled by reference to, one or more rates,
      currencies, commodities, equity or debt instruments or securities, or
      economic, financial or pricing indices or measures of economic, financial
      or pricing risk or value or any similar transaction or any combination of
      these transactions.
	 
	Tangible
      Shareholders
Equity	 	The excess of total assets over total
      liabilities, total assets and total liabilities each to be determined in
      accordance with the mechanism set forth in Schedule 4 of this Agreement
      (which Schedule may be amended from time to time by the parties' written
      consent).
	 		
	TARGET2		The Trans-European Automated
      Real-time Gross Settlement Express Transfer payment system which utilises
      a single shared platform and which was launched on 19 November
    2007
	 
	TARGET
      Day		Any day on which TARGET2 is open for
      the settlement of payments in EUR.
	 
	Taxes		Includes all present and future
      income and other taxes, levies, imposts, deductions, charges and
      withholdings in the nature of taxes whatsoever together with interest
      thereon and penalties with respect thereto, if any, and any payments made
      on or in respect thereof and "Taxation" shall be construed
      accordingly.
	 		
	Unauthorised
      Overdraft
Interest		A supplement to the interest under
      this Agreement in respect of a debit balance in the Borrower's Account
      which is not within an authorised overdraft facility.
	 		
	Utilisation		A utilisation of the Facility, i.e.,
      the provision of a Loan.
	 
	Utilisation
      Date		The date of a
  Utilisation.
	 
	VPG		Vishay Precision Group,
  Inc.
	 
	VPI		Vishay Precision Israel
  Ltd.
	 
	Zandman
      Parties		(a) the estate of the late Dr Felix
      Zandman, (b) his spouse, (c) lineal descendants of the foregoing, (d) any
      trusts for the benefit of any of the foregoing, and (e) any entities owned
      exclusively by the foregoing.



	1.2	Interpretation
	 
                   
      	 
		(a)       	In this Agreement,
      unless the contrary intention appears, a reference to:
	 
			(i)       	an "amendment" includes a
      supplement, novation or re-enactment and "amended" is to be construed
      accordingly;
	 
				"assets" includes properties,
      revenues and rights of every description;
	 
				an "authorisation" includes an
      authorisation, consent, approval, resolution, licence, exemption, filing
      and registration;
	 
				a "month" is a reference to a
      period starting on one day in a calendar month and ending on the day
      before the numerically corresponding day in the next calendar month,
      except that if there is no numerically corresponding day in the month in
      which that period ends, that period shall end on the last day in that
      calendar month;


10







				
      a "person" includes any person, firm,
      company, corporation, partnership, association, government, state,
      Governmental Authority or other entity or one or more of
      them;

				 
				
      a "regulation" includes any
      regulation, rule, official directive, request or guideline (whether or not
      having the force of law) of any governmental, inter-governmental or
      supranational body, Agency, department or regulatory, self-regulatory or
      other authority or organisation;

				 
				a "screen" in the definition of
      "LIBOR" includes any replacement screen or page nominated by the British
      Bankers Association as the information vendor for the purpose of
      displaying British Banker Association Interest Settlement Rates for
      deposits in various currencies;
				 
			(ii)	a provision of law is
      a reference to that provision as amended or re-enacted;
	 
			(iii)       	a Clause or Schedule
      is a reference to a clause of or schedule to this Agreement;
	 
			(iv)	a person includes its
      successors and/or assigns;
	 
			(v)	this Agreement or
      another document is a reference to that Finance Document or other document
      as amended, subject to compliance with the terms of this Agreement;
      and
	 
			(vi)	a time of day is a
      reference to Tel Aviv time.
	 
		(b)	The headings
      in this Agreement are for convenience only and are to be ignored in
      construing this Agreement.
	 
		(c)       	In this
      Agreement, words denoting the singular include the plural and vice versa;
      words denoting any gender include all genders.
	 
	2.	THE
      FACILITY
	               
      	 
		(a)	Subject to
      the terms of this Agreement, the Bank agrees to grant to the Borrower a
      USD revolving loan facility up to an aggregate principal amount not
      exceeding the Commitment.
	 
		(b)	The Bank
      shall only be obliged to lend if the conditions precedent under Clause 4
      (Conditions Precedent) have been satisfied in accordance with the terms of
      that Clause.
	 
	3.	PURPOSE
	 
		The Borrower
      shall apply the proceeds of the Loan for lawful corporate purposes. The
      Bank shall be under no responsibility to ensure that the Borrower complies
      with the above.
	 
	4.	CONDITIONS PRECEDENT
	  
		The
      obligation of the Bank to grant the Loan is subject to fulfilment of the
      following conditions precedent to the Bank's full satisfaction, not later
      than seven days following the date of signature hereof:
	 
		(a)	Opening the
      Borrower's Account with the Bank in accordance with all the Bank's
      procedures, including compliance with "know your customer" and other
      background checks relating to the Borrower and signatories.
	 
		(b)	Receipt by
      the Bank of Certified True Copies of the constitutional documents of each
      Guarantor and of VPG.
	 
		(c)	Execution of
      the Finance Documents in the form acceptable to the
  Bank.


11







		(d)	Provision of
      acknowledgment of counsel, evidencing due corporate action authorising
      each Obligor to enter into the transaction contemplated hereby and
      authorising that Obligor's signatories to act on its behalf.
	 
		(e)	Receipt by
      the Bank of all the insurance certificates and receipts in respect of
      payment of the insurance premiums for the insurance of the assets of the
      Borrower and each Guarantor and copies of all insurance contracts, as
      described in Clause 15.4, paragraphs (a)-(c).
	 
		(f)	Receipt by
      the Bank of the Legal Opinion in the form acceptable to the
  Bank.
	 
		(g)       	Receipt by
      the Bank of the Borrower's audited annual solo financial statements for
      the year 2010.
	 
		(h)	Receipt by
      the Bank of evidence that there are no outstanding loans or advances to
      any member of the Israeli Corporate Group or VPI under the 2010 Note
      Instrument (as defined in the Senior Credit Facility
  agreement).
	 
		(i)	Payment of
      reasonable legal fees pursuant to Clause 17(c).
	 
		(j)	On each
      Utilisation Date:
	 
			(i)	the representations
      and warranties in Clause 14 (Representations and Warranties) to be
      repeated on those dates are correct;
	 
			(ii)	no Default is
      outstanding;
	 
			(iii)       	no law, regulation,
      ruling or other action of any Governmental Authority shall be in effect or
      shall have occurred, the effect of which would be to prevent any party to
      this Agreement from fulfilling its obligations; and
	 
			(iv)	all fees payable
      hereunder by the Borrower to the Bank on or before Utilisation have been
      paid when due (or will be paid simultaneously with the
    Utilisation).
	               
      	
	5.	UTILISATION
	  


	5.1	Drawdown
	               
      	
		The Borrower may make
      a Utilisation during the Commitment Period if the Bank receives not later
      than 10:00 a.m. three Business Days before the proposed Utilisation Date,
      a duly completed Request for such Utilisation. Any Request once delivered
      is irrevocable. The undrawn amount (if any) of the Commitment shall
      automatically be cancelled on the close of business on the last day of the
      Commitment Period.
		 
	5.2	Completion of
      Requests
	 
		A Request for a
      Utilisation will not be regarded as having been duly completed
      unless:
	 


	               
      	(a)       	the Utilisation Date
      of such Utilisation is a Business Day falling on or before the last day of
      the Commitment Period;
		 
		(b)	the currency and
      amount comply with Clause 5.4 (Currency and amount);
		 
		(c)	the Interest Period
      selected for such Utilisation complies with Clause 7 (Interest
      Periods);
		 
		(d)	the interest rate
      selected for such Utilisation complies with Clause 8.1 (Interest rate);
      and


12







		(e)       	the final Repayment
      Date selected for such Utilisation being a Loan is scheduled to occur no
      later than the end of the Commitment Period.
	  
	5.3	Number of
      Requests and Drawdowns
	               
      	
		The Borrower
      may, subject to the other terms of this Agreement, deliver one Request on
      any one Business Day. No further Request may be delivered by the Borrower
      during the period of three Business Days following the delivery of a
      Request.
	  
	5.4	Currency
      and amount
	  
		(a)	The currency specified
      in the Request must be USD or EUR.
	 
		(b)	The amount of the
      proposed Utilisation must be such that its Base Currency Amount is less
      than or equal to the Available Commitment.
	 
	5.5	Availability of Utilisations
	 
		Subject to
      the terms of this Agreement, the Bank shall make each Utilisation
      available to the Borrower on the relevant Utilisation Date.
	 
	6.	REPAYMENT, PREPAYMENT AND CANCELLATION
	 
	6.1	Repayment
	 
		(a)	Repayment of the
      principal amount of each Loan will be on the Repayment Dates set out in
      the relevant Request. Where more than one Repayment Date is indicated in
      the Request, repayment shall be in equal instalments on those
    dates.
	 
		(b)	The Borrower shall pay
      all interest accrued on account of each Loan on each Interest Payment
      Date.
	 
	6.2	Voluntary
      prepayment
	 
		The Borrower
      may, by giving not less than 10 Business Days' prior notice to the Bank,
      prepay a Loan in whole or in part at any time, provided that:
	 
		(a)	each prepayment shall
      be in a minimum amount equal to USD 1,000,000 and integral multiples of
      USD 200,000 in excess of such minimum amount (or the entire outstanding
      balance of the Loan in excess of such minimum amount); and
	 
		(b)	if the intended date
      for prepayment is not an Interest Payment Date, the prepayment shall be
      subject to a prepayment fee to be determined by the Bank.
	 
	6.3	Currency
	 
		Loan and
      interest payments shall be repaid in the currency of that
  Loan.
	 
	6.4	Non-Business Days
	 
		If a payment
      falls on a day which is not a Business Day, then that payment shall
      instead be made on the next Business Day in that calendar month (if there
      is one), or the preceding Business Day (if there is not).
	 
	6.5	Voluntary
      cancellation
	 
		The Borrower
      may, without premium, fee or penalty by giving not less than five Business
      Days’ prior written notice to the Bank, cancel the unutilised amount of
      the Commitment, provided that any cancellation shall be in a minimum
      amount of USD 1,000,000 and in whole multiples of USD 1,000,000 in excess
      of such minimum amount (or the entire unutilised
  Commitment).


13







	6.6	Miscellaneous
      provisions
	 		
	               
      	(a)       	Any notice of prepayment and/or
      cancellation under this Agreement is irrevocable.
	 		 
		(b)	All prepayments under this Agreement
      shall be made together with accrued interest on the amount prepaid and any
      amount due in respect of that prepayment under Clause 6.2.
	 		
		(c)	No prepayment or cancellation is
      permitted except in accordance with the express terms of this
      Agreement.
	 		
	 	(d)	No amount of Commitment cancelled
      under this Agreement may subsequently be reinstated.
	 		
		(e)	Unless a contrary indication appears
      in this Agreement, any part of the Facility which is prepaid, repaid or
      expired may be reutilised in accordance with the terms of this
      Agreement.
	 
	7.	INTEREST
      PERIODS
	 	 
	7.1	Interest
      Periods
	 		
		(a)	Each Interest Period for a Loan shall
      be for a period of one month or three months – as per Borrower's
      election.
	 		
		(b)	Each Interest Period for a Loan shall
      start on the Utilisation Date or (if already made) on the last day of its
      preceding Interest Period.
	 		
	7.2	Non-Business
      Days
	 		
		(a)	If an Interest Period would otherwise
      end on a day which is not a Business Day, that Interest Period shall
      instead end on the next Business Day in that calendar month (if there is
      one) or the preceding Business Day (if there is not).
	 		
		(b)	If an Interest Period commences on
      the last Business Day of a calendar month and if there is no corresponding
      day in the calendar month in which it is to end, then it shall end on the
      last Business Day of such calendar month.
	 		
	7.3	Coincidence
      with the Repayment Date
	 	
		If an Interest Period
      would otherwise overrun the Repayment Date for that Loan, it shall be
      shortened so that it ends on that Repayment Date.
	 	
	8.	INTEREST
	 	
	8.1	Interest
      rate
	 	
		The rate of interest shall
      be equal to the following:
	 		
		(a)	The Base Rate plus the
    Margin,
	 		  
		Plus:
	 		  
		(b)	Mandatory
Costs.



14







	8.2	Interest shall be
      calculated on the amount of the outstanding drawing on a daily basis and
      on the basis that there are 360 days in each year.
	               
      	
	8.3	Default
      interest
	  
		Default Interest shall
      be 2% p.a. over the Interest as determined in clause 8.1. Any sum payable
      by the Borrower which is not paid when due will bear Default Interest
      until actual payment.
	  
	9.	PAYMENTS
	  
	9.1	Place
	  
		All amounts due to be
      paid by the Borrower under this Agreement shall be made to the Bank by
      debiting the Borrower's Account held at the Bank on the Payment Dates, or
      shall otherwise be made by the Borrower to such other place as the Bank
      may notify to the Borrower for this purpose 5 (five) days in
      advance.
	  
	9.2	Application
	  
		The Bank may apply any
      amount received by it for the Borrower in or towards payment (on the date
      and in the currency and funds of receipt) of any amount due from the
      Borrower under this Agreement or in or towards the purchase of any amount
      of any currency to be so applied.
	  
	9.3	Set-off and
      counterclaim
	  
		All payments made by
      the Borrower shall be made without set-off or counterclaim.
	  
	9.4	Partial
      payments
	 
		(a)       	If the Bank receives a
      payment insufficient to discharge all the Loan then due and payable by the
      Borrower, the Bank shall apply that payment towards the obligations of the
      Borrower in the following order:
	 
			(i)	firstly, in or towards payment of any unpaid fees, costs and
      expenses of the Bank;
	 
			(ii)	secondly, in or towards payment of any interest amount due but
      unpaid under this Agreement; and
	 
			(iii)       	thirdly, in or towards payment of the principal amount and any
      other sum due but unpaid under this Agreement.
	 
		(b)	Paragraph (a) above
      shall override any appropriation made by an Obligor.
	 
	9.5	Overdraft
	 
		Unless otherwise
      authorised by the Bank:
	 
		(a)       	Nothing in this
      Agreement shall be deemed to permit an overdraft in the Borrower's
      Account. Overdraft amounts in the Borrower's Account shall bear Maximum
      Interest.
	 
		(b)       	The Borrower's Account
      shall be debited in respect of Maximum Interest thereupon. The debit of
      Maximum Interest shall not be considered as an agreement by the Bank or
      its approval to the unauthorised debit balance.


15







		(c)	The Interest Periods for Maximum
      Interest payable by the Borrower will be three-month periods coinciding
      with each calendar quarter. Maximum Interest will be capitalised at the
      end of each such Interest Period if unpaid.
	 
		(d)	Subject to any other provisions
      of this Agreement, the Bank will notify the Borrower of any change in the
      Unauthorised Overdraft Interest and/or Maximum Interest in the manner and
      at the times prescribed by law.
	 
	 	(e)       	The Bank will only allow a debit
      balance in the Borrower's Account at its sole discretion, subject to all
      applicable laws and regulations (including Bank of Israel regulations), in
      exceptional cases and for a pre-determined provisional period. The Bank
      will promptly notify the Borrower of the provision, terms and conditions
      and expiry date of such exceptional overdraft, and the Borrower shall be
      deemed to agree to such terms and conditions.
	 
	10.	SECURITY
	               
      	
		(a)	The repayment and discharge of
      all monies at any time owing in respect of the Loan will be secured by the
      Security Documents and all other security at any time given to the Bank in
      respect of the Borrower's liabilities to the Bank.
	 
		(b)	Without prejudice to paragraph
      (a), the Borrower shall procure that any person which becomes a Guarantor
      in accordance with the terms of this Agreement subsequent to the Agreement
      Date shall execute and deliver to the Bank a Guarantee and
      Debenture.
	 
	11.	TAXES
	 
	11.1	Payments
	 
		All payments to be made
      by the Borrower or on its behalf to the Bank shall be made free and clear
      of and without deduction for or on account of all Taxes imposed or levied
      by or on behalf of Israel or any other jurisdiction from or through which
      such payment is made or any authority therein or thereof having power to
      tax in connection with the performance by the Obligor of its obligations
      under the Finance Documents ("Applicable
      Taxes") unless that Obligor is
      compelled by law to make payment subject to such Applicable
    Taxes.
	 
	11.2	Grossing
      up
	 
		All Applicable Taxes
      (other than Applicable Taxes on the overall net income of the Bank, which
      are not deducted from a payment hereunder) shall be paid by the Borrower
      promptly upon its becoming aware that it is obliged to pay the same. The
      Borrower will indemnify the Bank in respect of all such Applicable Taxes
      (other than Applicable Taxes on the overall net income of the Bank which
      are not deducted from a payment hereunder). In addition, if any Applicable
      Taxes or amounts in respect thereof must be deducted from any amount
      payable or paid by the Borrower under any Agreement (or payable or paid by
      the Bank under any Agreement), the Borrower shall pay such additional
      amounts as may be necessary to ensure that the Bank receives a net amount
      equal to the full amount which it would have received had payment not been
      made subject to such Applicable Tax. The Borrower shall deliver to the
      Bank, within 30 days of each payment, evidence satisfactory to the Bank
      (including all relevant tax receipts) that such Applicable Taxes have been
      duly remitted to the appropriate authority.
	 
		If the Bank determines,
      in its sole discretion, that it has received a refund of any Applicable
      Taxes as to which it has been indemnified by the Borrower or with respect
      to which the Borrower has paid additional amounts pursuant to this Section
      11,2, it shall pay to the Borrower within 30 days of receipt an amount
      equal to such refund (but only to the extent of indemnity payments made,
      or additional amounts paid, by the Borrower under this Section 11.2 with
      respect to the Applicable Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Bank, and without interest (other than any
      interest paid by the relevant Governmental Authority with respect to such
      refund), provided that the Borrower, upon the request of the Bank, agrees
      to repay the amount paid over to the Borrower (plus any penalties,
      interest or other charges imposed by the relevant Governmental Authority)
      to the Bank in the event the Bank is required to repay such refund to such
      Governmental Authority. This paragraph shall not be construed to require
      the Bank to make available its tax returns (or any other information
      relating to its taxes which it deems confidential) to the Borrower or any
      other person.


16







	12.	UNAVAILABILITY OF
      CURRENCIES
	 
	12.1	Reference
  Banks
	 
	               
      	If a screen rate is not available
      for USD, EUR or the relevant Interest Period of a Loan, LIBOR shall be
      determined according to the arithmetic mean of the rates (rounded upwards
      to four decimal places) as supplied to the Bank at its request quoted by
      the Reference Banks to be the respective rates at which they are offering
      USD or EUR deposits to leading banks in the London interbank market at or
      about 11:00 a.m. two Business Days before the first day of that period for
      the offering of deposits in USD or EUR and for a period comparable to the
      relevant Interest Period.
	 
	12.2	Absence of
      quotations
	 
		If LIBOR is being determined by
      quotations by the Reference Banks and a Reference Bank does not supply an
      offered rate by 1:00 p.m. two Business Days before the first day of the
      relevant Interest Period, the applicable LIBOR shall, subject to Clause
      12.3 (Market disruption), be determined on the basis of the quotations of
      the remaining Reference Banks.
	 
	12.3	Market
  disruption
	 
		If LIBOR is being determined by
      quotations by the Reference Banks and no, or only one, Reference Bank
      supplies a rate for the purposes of determining LIBOR by 1:00 p.m. two
      Business Days before the first day of the relevant Interest Period or the
      Bank otherwise determines that adequate and fair means do not exist for
      ascertaining LIBOR, then the relevant Loan shall continue until the expiry
      of the Interest Period on such basis as the Bank determines feasible
      including redenomination of the currency according to Clause 13. The
      Borrower shall be entitled to prepay that Loan according to terms agreed
      with the Bank.
	 
	13.	REDENOMINATION
	 
		Upon any redenomination of a Loan
      under Clause 12.3, the Bank shall, to the extent that it believes the
      terms hereunder to be inappropriate for the re-denominated currency, issue
      a new loan agreement to the Borrower.
	 
	14.	REPRESENTATIONS AND
      WARRANTIES
	 
	14.1	Representations and
      warranties
	 
		The Borrower makes the
      representations and warranties set out in this Clause 14 (Representations
      and Warranties) to the Bank, in reliance on which the Bank has entered
      into this Agreement.
	 
	14.2	Status and
    authority
	 
		The Borrower and each of its
      Subsidiaries is duly organised and validly existing under the laws of its
      jurisdiction of incorporation, with full power, authority, and legal right
      to own its property and carry on its business as now conducted and as
      contemplated to be conducted, and has taken all actions necessary to
      authorise it to execute, deliver, perform, and observe the terms and
      conditions of the Finance Documents to which it is a party.
	 
	14.3	Government
      Authorisations
	 
		All consents, licenses,
      authorisations and approvals of, and exemptions by, any Governmental
      Authority that are necessary for the existence and operation of the
      Borrower and each of the Guarantors, as currently conducted, have been
      obtained.


17







	14.4	No
    Default
	 
		No Default is
      outstanding or might result from the making of a Loan.
	 
	14.5	Authorisations
	 
	               
      	All authorisations
      required in connection with the entry into, performance, validity and
      enforceability of the Finance Documents have been obtained or effected and
      are in full force and effect.
	 
	14.6	Litigation
	 
		Except as disclosed in
      the Borrower's and all Guarantors' financial statements, no legal
      proceedings are pending or, to the best of the Borrower’s knowledge,
      threatened, against the Borrower or any of the Guarantors, before any
      court or Governmental Authority that are or might:
	 
		(a)       	to the extent they are for money
      damages, are not fully covered by insurance (subject to usual deductibles
      and exclusions in an aggregate amount not exceeding USD
    1,000,000);
	 
	 	(b)	to the extent they are not for
      money damages, would reasonably be expected to result in a Material
      Adverse Change;
	 
	 	(b)	restrain or enjoin or have the
      effect of restraining or enjoining the performance or observance of the
      terms and conditions of any material term of a Finance Document;
    or
	 
		(c)	in any other manner question the
      validity, binding effect or enforceability of any Finance
    Document.
	 
	14.7	Information
	 
		(a)	All written information provided
      or delivered by it and each of its Subsidiaries to the Bank was true,
      correct and complete in all material respects and not misleading in any
      material respect as of the date that it was delivered; and
	 
		(b)	all written information provided
      or delivered by it and each of its Subsidiaries to the Bank did not omit,
      as at the date that it was delivered, any material information which, if
      disclosed, might adversely affect the decision of a financial institution
      considering whether to enter into this Agreement.
	 
	14.8	Compliance
	 
		To the Borrower's
      knowledge, it and each of the Guarantors are currently complying with
      applicable laws and regulations in all material respects and there is no
      event or circumstance which would be likely to cause it or any of the
      Guarantors to cease to comply with such laws and regulations in any
      material respect.
	 
	14.9	Insurances
	 
		All insurances of the
      Borrower and each of the Guarantors are or, at the time they are required
      to be maintained or effected, will be, in full force and effect and so far
      as it is aware no event or circumstance has occurred, nor has there been
      any omission to disclose a fact, which would in either case entitle any
      insurer to avoid or otherwise reduce its liability under any policy
      relating to the insurances.
	 
	14.10	Title and
      ownership
	 	 
		The Borrower and each of the
      Guarantors have good and marketable title to its assets.


18








	14.11	Environment
      
	 
	            	(a)	     	The Borrower, each of the
      Guarantors and their business, operations, leaseholds and property are in
      compliance with all Applicable Environmental Standards. The Borrower is
      not aware of any circumstances, which may prevent compliance in the
      future, where, such non-compliance shall constitute a Material Adverse
      Change.
	 
		(b)		To the knowledge of the Borrower,
      no Environmental Claim exists other than those referred to in the notes to
      the Borrower's or the Guarantors' Financial Statements.
	  
	14.12	Stamp
      duties
	 
		The Borrower shall bear
      and pay all stamp or registration duty or similar taxes or charges, if
      any, which shall be payable in respect of the Finance
  Documents.
	 
	14.13	Jurisdiction/governing law
	 
		The
    Borrower’s:
	 
		(a)	     	irrevocable submission under
      Clause 26 (Governing Law & Jurisdiction) to the jurisdiction of the
      courts of Israel; and
	 
		(b)		agreement that the Finance
      Documents are governed by Israeli law are legal, valid and
    binding.
	 
	14.14	Times for making
      representations and warranties
	 
	           
      	The representations and
      warranties set out in this Clause 14:
	 
		(a)		are made by the Borrower on the
      date of this Agreement; and
	 
		(b)		are deemed to be repeated by the
      Borrower on each Utilisation Date with reference to the facts and
      circumstances then existing, with the same force and effect as if made on
      such date; and
	 
		(c)		are deemed to be repeated by the
      Borrower on each Interest Payment Date with reference to the facts and
      circumstances then existing, with the same force and effect as if made on
      such date.
	 
	15.	UNDERTAKINGS
	 
	15.1	Duration
	 
		The undertakings in
      this Clause 15 (Undertakings) remain in force from the date of this
      Agreement for so long as any amount is or may be outstanding under this
      Agreement.
	 
	15.2	Information &
      reports
	 
	           
      	The Borrower shall
      supply to the Bank:
	 
		(a)		annual audited financial
      statements of the Borrower and each Guarantor, not later than 120 days
      after the end of each fiscal year on a best efforts basis, but in any
      event not later than 210 days after the end of each fiscal year, and not
      later than 90 days after the end of each quarter the Borrower's and each
      Guarantor's quarterly reviewed financial statements;
	 
		(b)		annual audited consolidated
      financial statements of VPG, not later than 120 days after the end of each
      fiscal year, along with annual (un-audited) solo financial spreadsheets of
      each Reported Person which were used to compile VPG's annual audited
      consolidated financial statements, and not later than 90 days after the
      end of each quarter quarterly reviewed consolidated financial statements
      of VPG, along with quarterly solo financial spreadsheets of each Reported
      Person which were used to compile VPG's quarterly reviewed consolidated
      financial statements;


19







		(c)	     	promptly upon becoming aware of
      them, details of any litigation, arbitration or administrative proceedings
      relating to it or any of its Subsidiaries, or relating to any statutory
      breach, which fall within the categories set forth in Clause 14.6 above
      and which are current, threatened or pending and, together, in each case,
      with details of how it proposes to conduct such litigation, arbitration or
      proceedings or otherwise resolve the dispute in question;
	            	 
		(d)		promptly give written notice to
      the Bank of any dispute which may exist between the Borrower or any of its
      Subsidiaries and (A) any Governmental Authority, or (B) any financial
      institutions which could reasonably lead to litigation which falls within
      the categories set forth in Clause 14.6 above and;
		 
		(e)		immediately upon becoming aware
      of any Environmental Claim or of any threatened Environmental Claim, and
      in any event no later than seven Business Days after becoming aware of
      such Environmental Claim or threatened Environmental Claim, the Borrower
      or its Subsidiary shall notify the Bank of such occurrence, which notice
      shall describe in reasonable detail the nature of the Environment Claim or
      threatened Environmental Claim; and followed within 30 days of the
      Borrower or its Subsidiary becoming aware of such Environmental Claim or
      threatened Environmental Claim, a notice describing the proposed response
      thereto, and the Borrower or its Subsidiary shall provide such information
      concerning any actual or threatened Environmental Claim as may be
      reasonably requested by the Bank;
		 
		(f)		forthwith, details of any event
      of which it is aware which may constitute a Material Adverse Change;
      and
		 
		(g)		as soon as practicable after the
      close of each quarter of each fiscal year of the Borrower and in any event
      no later than the date on which financial statements are required to be
      delivered for each such quarter or year, as provided in paragraph (a), the
      Borrower shall deliver to the Bank an Officer’s Compliance Certificate
      certified by the Controller or Chief Financial Officer of the Borrower (i)
      demonstrating compliance with the financial covenants set forth in Clause
      15.13 and (ii) certifying that, as at the date of such certificate, there
      existed no Event of Default and no Default, or, if any such Event of
      Default or Default existed, specifying the nature thereof, the period of
      existence thereof and what action the Borrower proposes to take or has
      taken with respect thereto.



	15.3	Notification of
      Default
	 
	            	The Borrower shall
      promptly and as soon as practicable, but in no event later than two (2)
      Business Days after knowledge of the occurrence of a Default or an Event
      of Default, notify the Bank of any Default (and the steps, if any, being
      taken to remedy it).
	 
	15.4	Insurance
	 
		(a)	     	The Borrower shall, and shall
      procure that each of the Guarantors shall insure its assets at all times
      with a licensed insurer under the relevant jurisdiction, against
      reasonable and usual risks in respect of properties of the same type, and
      also against such other risks as the Bank may from time to time indicate,
      if any, and in accordance with terms and conditions the Bank will agree
      upon with insurance companies (hereinafter: the "Policy"), subject to
      the law and Bank of Israel Rules, and to pay all insurance fees on due
      date and to deliver to the Bank, not later than the date of the first
      Utilisation and from time to time upon its first demand, all the insurance
      certificates and receipts in respect of payment of the insurance
      premiums.
	 
		(b)		The Borrower shall, and shall
      procure that each of the Guarantors shall instruct the insurer as per the
      following instructions:


20







				(i)		to set forth in the Policy an
      irrevocable and unalterable stipulation that the Bank is the loss payee
      (mutav), as such term is defined in the Contract of Insurance Law
      5741-1981 (hereinafter: the "Insurance
      Law"). For the removal of doubt, it is
      hereby clarified that the first USD 5,000,000 of insurance proceeds in
      respect of the insured assets under the insurance Policy shall be paid
      jointly to the Bank and to the Borrower (or to the respective Guarantor –
      as the case may be). The Bank hereby agrees that the Borrower (or the
      respective Guarantor – as the case may be) may, should it wish to do so,
      use such insurance proceeds for the purposes of purchasing replacement
      equipment, repairing, constructing or otherwise curing the loss or damage
      which is the subject matter of such proceeds. Should the Borrower (or the
      respective Guarantor – as the case may be) elect not to use such insurance
      proceeds as aforesaid, or in case that the amount of insurance proceeds is
      in excess of USD 5,000,000 - in which case such excess amount shall be
      paid directly to the Bank) then such insurance proceeds should be deemed
      as the Borrower's payment on account of the Borrower's debt to the Bank
      (if and to the extent that such debt shall be outstanding as of the date
      of receipt of such insurance proceeds) and if no such debt shall be
      outstanding as of the date of receipt of such insurance proceeds, then
      such insurance proceeds shall be paid either to the Borrower or to the
      respective Guarantor – as the case may be).
	            			 
		     	     	(ii)	     	to charge in favour of the Bank
      all the Borrower's or Guarantor's rights under the Policy;
and
				 
				(iii)		to instruct that a copy of the
      insurance contract shall be furnished to the Bank following its inclusion
      as loss payee and as the party possessing a right of charge as
      aforementioned.
				 
				
      None of the foregoing shall
      require any further agreement on the part of the Borrower or a Guarantor
      or those acting on their behalf or instead of them.
  


 

		(c)		The Borrower shall, and
      shall procure that each of the Guarantors shall furnish to the Bank
      certification from the insurer and an undertaking on its
part:
	            	 
			     	(i)	     	to notify the Bank, as a
      pre-condition to cancellation of the insurance Policy or its termination
      in any case of cancellation or termination of the insurance contract, at
      least 30 days prior to the date of such cancellation or termination,
      notwithstanding any other provision in the Insurance Law;
		 
				(ii)		not to set-off anything against
      the insurance proceeds payable to the Bank in respect of the Borrower's or
      Guarantor's assets except for the balance of the insurance premiums not
      yet paid in respect of the insurance for the current insurance year only;
      and
		 
				(iii)		to attribute firstly payments of
      the insurance premiums receivable in relation to this insurance on account
      of the insurance premiums due in respect of insurance of the Borrower's or
      Guarantor's assets.
		 
		(d)		If:
		 
				(i)		the Borrower's or a Guarantor's
      assets are not insured by the Borrower;
		 
				(ii)		the Borrower's or a Guarantor's
      assets have been insured in a manner or to an extent that is flawed,
      defective or insufficient in the reasonable opinion of the Bank and the
      Borrower and/or such Guarantor (as the case may be) have failed to cure
      such flaw, defect or insufficiency within thirty calendar days from the
      receipt of the Bank's written notice to that extent;
		 
				(iii)		there has not been furnished to
      the Bank within 30 days of the Agreement Date an insurance certificate in
      respect of the Borrower's or Guarantor's assets to the reasonable
      satisfaction of the Bank; or


21







				(iv)	     	seven days prior to the expiration
      of the insurance of the Borrower's or a Guarantor's assets the Borrower or
      that Guarantor has not furnished the Bank with a certificate of insurance
      for its assets on such terms and conditions and for such period as is
      satisfactory to the Bank;
	            	 
				the Bank
      may, without being under any obligation, insure the Borrower's or that
      Guarantor's assets and charge the Borrower's Account with the insurance
      premiums, at the Bank's discretion.
		 
		(e)	     	The
      Borrower shall, and shall procure that each of the Guarantors shall, make,
      within 30 days of the date of the Bank's request, any reasonable and
      usually accepted changes in the Policy for the Borrower's or that
      Guarantor's assets. If the Borrower or that Guarantor does not do so the
      Bank may proceed in accordance with paragraph (d) above.
		 
		(f)		The
      Borrower shall, and shall procure that each of the Guarantors shall,
      advise the Bank and the insurance company immediately of any damage which
      exceeds USD 250,000 and to its assets that may entitle it to insurance
      proceeds, whether the insurance was effected by the Borrower, a Guarantor
      or the Bank.
		 
		(g)		The
      Borrower shall, and shall procure that each of the Guarantors shall, upon
      the first demand of the Bank, sign all such documents as are necessary for
      the performance of its obligations under this Clause 15.4. The Borrower
      further undertakes, and shall procure that each of the Guarantors shall
      undertake, not to cancel or in any way vary any of the terms and
      conditions of the insurance without the previous and written consent of
      the Bank.

 

	15.5	
      Investments, loans,
      Acquisitions, etc.

	            		     	 
		
      The Borrower shall not, and shall
      not permit any of the Guarantors to, directly or indirectly, make or
      permit to exist any Investment or make any Acquisition, except that the
      Borrower and the Guarantors may permit to exist and, so long as no Default
      or Event of Default then exists or would be caused thereby, the Borrower
      and the Guarantors may make, any of the following Investments:
    

				 
		(a)		(i) Investments by the Borrower
      or Guarantors in the Borrower or Guarantors or (ii) any Investments in
      direct or indirect wholly-owned Subsidiaries of the Borrower or Guarantors
      that become Guarantors;
		 
		(b)		Investments under Swap Agreements
      entered into in the ordinary course of business for the purpose of
      minimising risk and not for speculative purposes;
		 
		(c)		Investments in marketable, direct
      obligations of the United States of America, its agencies and
      instrumentalities maturing within 365 days of the date of
    purchase;
		 
		(d)		Investments in commercial paper
      issued by corporations, each of which shall have a net worth of at least
      USD 100,000,000 and each of which conducts a substantial part of its
      business in the United States of America, maturing within 270 days from
      the date of the original issue thereof, and which at the time of
      Acquisition has the highest rating by Moody’s Investors Service, Inc. or
      Standard and Poor’s Corporation;
		 
		(e)		Investments in bankers’
      acceptances, and certificates of deposit maturing within 365 days of the
      date of purchase that are issued by, or time deposits maintained with, a
      commercial bank organized under the laws of the United States of America
      or any state thereof or any country that is a member of the Organization
      of Economic Cooperation and Development or a political subdivision of any
      such country, having capital, surplus and undivided profits totaling more
      than USD 100,000,000 and that have the highest rating by Moody’s Investors
      Service, Inc. or Standard and Poor’s Corporation;
		 
		(f)		Permitted
  Acquisitions;


22







		(g)	     	Other Investments up to USD
      5,000,000;
	            	 
		(h)		Investments in “money market
      funds” within the meaning of Rule 2a-7 of the Investment Company Act of
      1940, as amended;
		 
		(i)		Investments received in
      connection with the bankruptcy or reorganisation of, or settlement of
      delinquent accounts and disputes with, customers and suppliers, in each
      case, in the ordinary course of business;
		 
		(j)		trade credit extended on usual
      and customary terms in the ordinary course of business;
		 
		(k)		loans to shareholders, directors
      or officers in an aggregate amount for all such loans not to exceed USD
      500,000 at any one time outstanding; and
		 
		(l)		advances to employees to meet
      expenses incurred by such employees in the ordinary course of business in
      an aggregate amount or all such advances not to exceed USD 500,000 at any
      one time outstanding.

 

	15.6	Mergers and
      dispositions
	 
	            	(a)	     	Consolidations and
      Mergers. The Borrower shall not, and
      shall not permit any of the Guarantors to, directly or
    indirectly:
	 
				(i)	     	consolidate with or merge into
      any other person, except that a Guarantor may consolidate with or merge
      into the Borrower or another Guarantor; provided, that if any Guarantor
      merges or consolidates with the Borrower, the Borrower shall be the
      surviving person;
	 
	 			(ii)		permit any person that is not a
      direct and/or indirect Subsidiary thereof to consolidate with or merge
      into it except in connection with a Permitted Acquisition; or
	 
				(iii)		enter into any winding-up,
      liquidation, dissolution, division or similar transaction except that a
      Guarantor may be dissolved following the transfer of all of its assets to
      the Borrower or one or more wholly-owned Subsidiaries of the Borrower
      which are Guarantors (“Transferee”), subject to the
      conditions that both before and after the transfer and subsequent
      dissolution, no Event of Default or Default shall exist.
	 
		(b)		Sales and Other
      Dispositions. The Borrower shall not,
      and shall not permit any of the Guarantors to, directly or indirectly,
      sell, lease, abandon or otherwise transfer or dispose of any of its assets
      or property of any nature except:
	 
				(i)		sales of inventory in the
      ordinary course of its business;
	 
				(ii)		transfers of assets to the
      Borrower or a wholly-owned Subsidiary of the Borrower which is a
      Guarantor, so long as such assets remain subject to a valid, perfected
      first priority lien in favor of the Bank;
	 
				(iii)		transfers of equipment that is
      obsolete or no longer used or useful in the business of the Borrower or
      any of its Subsidiaries and having an aggregate sales price not exceeding
      USD 5,000,000 for all such sales after the Agreement Date;
						
	 
				(iv)		abandonment or lapse of
      immaterial intellectual property in its business judgment;
and
	 
				(v)		the India Transducers Asset
      Sale.


23







	15.7	Indebtedness
	            			 
		
      The Borrower shall not, and shall
      not permit any of the Guarantors to, directly or indirectly, create,
      incur, assume, guarantee, permit to exist or otherwise become or remain
      directly or indirectly liable with respect to any Indebtedness other than
      each of the following: 

			     	 
		(a)		obligations under the Finance
      Documents and other banking services provided by the Bank;
		 
		(b)		obligations in an aggregate
      principal amount not to exceed USD 5,000,000 in respect of Capital Lease
      Obligations;
		 
		(c)		obligations owing to the Borrower
      or to a Guarantor from the Borrower or a Guarantor;
		 
		(d)		Indebtedness in the form of
      Investments made in compliance with clause (a) of Clause
15.5;
		 
		(e)		obligations under Swap Agreements
      permitted under Clause 15.5(b); and
		 
		(f)		other Indebtedness not exceeding
      USD 5,000,000 in the aggregate principal amount at any
  time.

 

	15.8	Compliance with laws
      and payment of taxes
	 
	            	(a)	     	The Borrower shall
      comply with all laws and regulations applicable to it to the extent that
      failure to do so would constitute a Material Adverse Change.
	 
		(b)		The Borrower
      shall:
	 
				(i)	     	file, or procure the filing of,
      all Tax and informational returns that are required to be filed by it in
      any jurisdiction; or
	 
				(ii)		pay all its Taxes when due,
      except to the extent the Taxes are contested in good faith and by
      appropriate means, and a reserve reasonably regarded as adequate has been
      set aside for payment of those Taxes.

 


	15.9	Change of
      business
	 
		The Borrower shall not,
      and shall procure that the Guarantors shall not, directly or indirectly
      enter into a business that is not a Permitted Business.
	 
	15.10	Restricted
      Payments
	 
		The Borrower shall not,
      and shall not permit any of the Guarantors to, directly or indirectly,
      declare, order, pay, make or set apart any sum or property for any
      Restricted Payment, except for Restricted Payments declared and paid by
      direct or indirect wholly-owned Subsidiaries of the Borrower which are
      Guarantors to the Borrower and other direct or indirect wholly-owned
      Subsidiaries of the Borrower which are Guarantors.
	 
	15.11	Negative
      pledge
	 
	            	(a)	     	The Borrower shall not,
      and shall not permit any of the Guarantors to, directly or indirectly,
      create, incur, assume or permit to exist any lien on or with respect to
      any property or assets of the Borrower or any Guarantor, except each of
      the following (the items referred to in paragraphs (i) through (vii) are,
      collectively, the “Permitted
      Liens”):
	 
				(i)	     	Liens created in favour of the
      Bank pursuant to the Finance Documents;
	 
				(ii)		Liens for taxes, assessments or
      other governmental charges the payment of which is not yet
  due;
	 
				(iii)		statutory liens of landlords or
      mortgagees of landlords and deposits to secure the performance of leases
      in the ordinary course of business, and liens of carriers, warehousemen,
      mechanics and materialmen and other like liens incurred in the ordinary
      course of business for sums not yet due;


24







				(iv)	     	leases or subleases granted to others, easements,
      rights-of-way, restrictions and other similar charges or encumbrances on
      real property, in each case incidental to, and not interfering with, the
      ordinary conduct of the business of the Borrower or any of its
      Subsidiaries;
	 
	 			(v)		Capital Leases incurred in compliance with Clause
      15.7(b), provided that no such security interest shall extend to or cover
      any property other than the leased property;
	 
				(vi)		usual and customary deposits to secure the performance
      of bids, trade contracts (other than for borrowed money), leases,
      statutory obligations, surety and appeal bonds, performance bonds and
      other obligations of a like nature incurred in the ordinary course of
      business of the Borrower or any Guarantor; and
	 
				(vii)		Liens on equipment and real estate of persons that
      become Guarantors after the date of this Agreement, provided that such
      liens existed at the time the respective corporations became a Subsidiary
      and were not created in anticipation thereof, provided that, except as
      expressly permitted otherwise above, any such lien does not cover any
      property or assets after the time such company becomes a Subsidiary which
      were not covered immediately prior thereto.
	 
	            	(b)	     	The Borrower shall not, and shall
      not permit any of the Guarantors to, agree with any person to restrict or
      place limitations on the right of the Borrower or any of the Guarantors to
      create, incur, assume or permit to exist any lien on or with respect to
      any property or asset of the Borrower or any of the Guarantors
    or.
	 			  
	15.12	
      Reported Persons
      

	 	 
		
      Without prejudice to any of the
      above provisions of this Clause 15, the Borrower shall not, and shall not
      permit any of its Subsidiaries which are
      Reported Persons, to, directly or
      indirectly: 

	 	 


	            	(a)	     	make any Investment in or
      Acquisition from a Subsidiary of the Borrower which is not a Reported
      Person unless that Subsidiary becomes a Reported Person;
	 	
		(b)		Consolidate with or merge into
      any direct and/or indirect Subsidiary of the Borrower which is not a
      Reported Person unless the surviving person shall become (or remain – as
      the case may be) the Reported Person;
	 	
		(c)		enter into any dissolution
      following which all of its assets are transferred to any direct and/or
      indirect Subsidiary of the Borrower which is not a Reporting Person unless
      that Other Subsidiary becomes a Reported Person;
	 	
		(d)		transfer assets to any direct
      and/or indirect Subsidiary of the Borrower which is not a Reported Person
      unless such Subsidiary becomes a Reported Person;
	 	
		(e)		create, incur, assume, guarantee
      or otherwise become directly or indirectly liable with respect to any
      indebtedness to any direct and/or indirect Subsidiary of the Borrower
      which is not a Reported Person unless such Subsidiary becomes a Reported
      Person; or
	 	
		(f)		declare, order, pay, make or set
      apart any sum or property for any Restricted Payment to any direct and/or
      indirect Subsidiary of the Borrower which is not a Reported Person unless
      such Subsidiary becomes a Reported Person.
	 	
	15.13	
      Financial covenants
      


 

	            	(a)	     	
      The Borrower shall comply with
      the following financial covenants calculated on an unconsolidated basis:
      

	 					
				(i)	     	Tangible Shareholders Equity 3 USD
      65,000,000;
	 			
				(ii)		Indebtedness / EBITDA (Leverage
      Ratio) £ 2.50; and
	 			
				(iii)		Tangible Shareholders Equity /
      Total Assets 3 75%.


25







		(b)		Compliance with paragraph (a)
      will be checked by the Bank against the Borrower's annual audited and
      quarterly reviewed financial statements, with paragraph (a)(ii) checked
      against the preceding four quarters on a rolling basis.
		 
	            	(c)	     	In this Clause 15.13, accounting
      terms not otherwise defined in this Agreement shall be interpreted in
      accordance with GAAP.

 

	15.14	Use of
      proceeds
	 
	            	The Borrower shall
      apply the proceeds of the Facility wholly and exclusively for the purposes
      set out in Clause 3 (Purpose).
	 
	16.	DEFAULT
	 
	16.1	Events of
      Default
	 
		Each of the events set
      out in Clauses 16.2 to 16.16 (inclusive) is an Event of Default (whether
      or not caused by any reason whatsoever outside the control of the Borrower
      or any other person).
	 
	16.2	Non-payment
	 
		The Borrower does not
      within 3 Business Days of the due date pay any amount payable by it under
      this Agreement at the place at and in the currency in which it is
      expressed to be payable.
	 
	16.3	Breach of other
      obligations
	 
		The Borrower, VPG
      and/or any of the Guarantors does not comply with any provision of the
      Finance Documents and, if capable of remedy, that breach is not remedied
      within 30 (thirty) days of the earlier of receipt of notice from the Bank
      specifying the breach and the Borrower first becoming aware of the
      failure.
	 
	16.4	Misrepresentation
	 
		A
      representation, warranty or statement made
      or repeated in or in connection with the Finance Documents or in any
      document delivered by or on behalf of the Borrower under or in connection
      with the Finance Documents is incorrect or misleading in any material
      respect when made or deemed to be made or repeated.
	 
	16.5	Legal
      validity
	 
		Any Finance Document
      ceases to be a valid, binding and enforceable obligation of, or is
      repudiated by, the Borrower, VPG and/or any Guarantor or becomes void or
      unenforceable.
	 
	16.6	Cross-default
	 
		(a)	     	Any Indebtedness of the Borrower
      or any of the Guarantors is not paid when due or within any originally
      applicable grace period, and the underlying obligation with respect to
      which a default has occurred aggregates USD 1,500,000 or more or could
      result in a required payment of USD 1,500,000 or more.
	 
		(b)		An event of default howsoever
      described (or any event which with the giving of notice, lapse of time,
      determination of materiality or fulfilment of any other applicable
      condition or any combination of the foregoing would constitute such an
      event of default) occurs under any document relating to such Indebtedness
      of the Borrower or any of the Guarantors, which default would reasonably
      be expected to result in a Material Adverse Change.
	 
		(c)		Any Indebtedness of the Borrower
      or any of the Guarantors becomes prematurely due and payable or is placed
      on demand as a result of an event of default (howsoever described) under
      the document relating to that Indebtedness, in an amount that aggregates
      USD 1,500,000 or more.


26







		(d)		Any commitment for, or
      underwriting of, any such Indebtedness of the Borrower or any of the
      Guarantors is cancelled or suspended as a result of an event of default
      (howsoever described) under the document relating to that Indebtedness,
      and the underlying commitment or underwriting with respect to which a
      cancellation or suspension has occurred aggregates USD 1,500,000 or
      more.
		 
		(e)		Any security interest securing
      any Indebtedness over any asset of the Borrower or any of the Guarantors
      becomes enforceable, and the underlying obligation secured by such
      security interest aggregates USD 1,500,000 or more.
		 
	            	(f)	     	Without prejudice to paragraphs
      (a)-(e), any Event of Default occurs as defined in the Senior Credit
      Facility agreement.

 

	16.7	Insolvency
	 
	            	(a)	     	The Borrower or any of the
      Guarantors is, or is deemed, unable to pay its debts as they fall due or
      to be insolvent, or admits inability to pay its debts as they fall
      due.
	 
		(b)		The Borrower or any of the
      Guarantors suspends making payments on all or any class of their debts or
      announce an intention to do so, or a moratorium is declared in respect of
      any of their Indebtedness.
	 
		(c)		The Borrower or any of the
      Guarantors, by reason of financial difficulties, begins negotiations with
      one or more classes of their creditors with a view to the readjustment or
      rescheduling of any of their Indebtedness under Section 350 of the
      Companies Law, 5759-1999 (or under any other statute which may or replace
      supersede such Section).
	 
	16.8	Insolvency
      proceedings
	 
		(a)		Any step (including petition,
      proposal or convening a meeting) is taken with a view to a composition,
      assignment or arrangement with any creditors of the Borrower or any of the
      Guarantors; or
	 
		(b)		a meeting of members of the
      Borrower or any of the Guarantors is convened for the purpose of
      considering any resolution for (or to petition for) its winding-up or for
      their administration or any such resolution is passed; or
	 
		(c)		any person presents a petition
      for the winding-up or for the administration of the Borrower or any of the
      Guarantors which is not withdrawn or set aside within thirty (30) days;
      or
	 
		(d)		an order for the winding-up or
      administration of the Borrower or any of the Guarantors is
  made.
	 
	16.9	Appointment of
      receivers and managers
	 
		(a)		Any liquidator, trustee in
      bankruptcy, judicial custodian, compulsory manager, receiver,
      administrative receiver, administrator or the like is appointed in respect
      of the Borrower or any of the Guarantors or any material part of their
      assets which is not withdrawn or set aside within thirty (30) days;
      or
	 
		(b)		The Borrower or any of the
      Guarantors requests the appointment of a liquidator, trustee in
      bankruptcy, judicial custodian, compulsory manager, receiver,
      administrative receiver, administrator or the like; or
	 
		(c)		any other steps are taken to
      enforce any security interest over any material part of the assets of the
      Borrower or any of the Guarantors.


27







	16.10	
      Creditors'
      process 

		 
	            	Any attachment,
      sequestration, distress or execution affecting any material asset of the
      Borrower or any of the Guarantors is issued and not discharged within 30
      days or such shorter period as may render such asset liable to forfeiture,
      seizure or sale.
	 
	16.11	Cessation or change
      of business
	 
		(a)	     	The Borrower or any of the
      Guarantors ceases, or threatens to cease, to carry on all or a substantial
      part of its business (except in case of transfer and/or assignment of such
      business or any substantial part thereof to the Borrower and/or to any
      other Guarantor – in compliance with the terms of this Agreement) ;
      or
	 
		(b)		The Borrower or any of the
      Guarantors makes, or threatens to make, any substantial change in the
      scope, purpose or nature of their business or operations.
	 
	16.12	Effectiveness of
      security
	 
		Any security by an
      Obligor, which value exceeds USD 500,000 is not or ceases to be effective
      or is alleged by any such person to be ineffective for any reason and such
      allegation is not withdrawn or set aside within thirty (30)
  days.
	 
	16.13	Consents &
      illegality
	 
		(a)		Any Governmental Authority shall
      have (i) condemned, seized, or expropriated all or substantially all of
      the property of the Borrower or any of the Guarantors; or (ii) taken any
      action that would constitute a Material Adverse Change;
	 
		(b)		Any authorisation, approval,
      consent, license, exemption, filing, registration, notarisation or other
      requirement of any governmental, judicial or public body or authority
      necessary to enable the Borrower to comply with its obligations hereunder
      shall have been revoked, rescinded, suspended, held invalid or otherwise
      limited in effect in a manner that would constitute a Material Adverse
      Change; or
	 
		(c)		Any law, rule or regulation,
      decree or directive of any competent authority shall be enacted or issued
      that shall impair materially and adversely the ability or the right of an
      Obligor to perform its obligations under the Finance Documents to which it
      is a party; or it shall become unlawful for an Obligor to perform any such
      obligations.

  

	16.14	Repudiation
	 
	            	An Obligor repudiates any Finance
      Document to which it is a party or does or causes to be done any act or
      thing evidencing an intention to repudiate a Finance
Document.
	 
	16.15	Change of
  Control
	 
		If there shall occur a Change of
      Control.
	 
	16.16	Finance
  Documents
	 
		Without derogating from the
      foregoing, any default occurs as detailed in any Finance Document, as if
      it were set out in this Agreement.
	 
	16.17	Acceleration
	 
		On and at any time after the
      occurrence of an Event of Default the Bank may, by notice to the
      Borrower:


28








		(a)		demand that all or part of the
      Loan, together with accrued interest and all other amounts accrued under
      this Agreement be immediately due and payable, whereupon they shall become
      immediately due and payable;
	 
		(b)		demand that all or part of the
      Loan together with accrued interest be payable on demand, whereupon they
      shall immediately become payable on demand by the Bank;
and/or
	 
		(d)		charge Default
  Interest.
	 
	17.	FEES AND
      EXPENSES
	            	
		(a)	     	The Borrower shall pay to the
      Bank an upfront fee of USD 45,000 (0.3% of the Commitment) upon the
      Agreement Date.
				 
		(b)		The Borrower shall pay to the
      Bank an unused fee computed at the rate of 0.35% per annum (based on 360
      days per annum) on the daily amount of the Available Commitment from the
      Agreement Date to the last day of the Commitment Period. Such Commitment
      Fee shall be payable in USD quarterly in arrears, at the end of each
      calendar quarter, commencing at the end of the calendar quarter in which
      the Agreement Date occurs, and also on the last day of the Commitment
      Period.
	 
		(c)		The Borrower shall, within three
      Business Days of demand pay to the Bank the amount of all reasonable legal
      fees incurred by the Bank pursuant to engagements approved by the Borrower
      in connection with the preparation of Finance Documents.
	 
		(c)		The Borrower shall, within three
      Business Days of demand, pay to the Bank the amount of all cost and
      expenses (including reasonable legal fees) incurred by it in connection
      with the enforcement of any rights under the Finance Documents, in case of
      any breach of the Borrower's undertakings under the Finance
      Documents.
	 
	18.	REGISTRATION
      FEES
	 
		The Borrower shall pay
      all, registration or similar fees which are or become payable in
      connection with the entry into, registration, recording, performance or
      enforcement of the Finance Documents.
	 
	19.	INDEMNITIES
	 
	19.1	Currency
      indemnity
	 
		If the Bank receives an
      amount in respect of the Borrower's liability under this Agreement or if
      that liability is converted into a claim, proof, judgment or order in a
      currency other than the currency (the "contractual currency") in which
      the amount is expressed to be payable under this Agreement;
	 
		(a)		the Borrower shall indemnify the
      Bank as an independent obligation against any loss or liability arising
      out of or as a result of the conversion;
	 
		(b)		if the amount received by the
      Bank, when converted into the contractual currency at a market rate in the
      usual course of its business is less than the amount owed in the
      contractual currency, the Borrower shall forthwith on demand pay to the
      Bank an amount in the contractual currency equal to the deficit;
    and
	 
		(c)		the Borrower shall forthwith on
      demand pay to the Bank any exchange costs and taxes payable directly in
      connection with any such conversion.


29







	19.2	Breakage
      indemnity
	 	 
		The Borrower shall
      forthwith on demand indemnify the Bank against any loss or liability which
      the Bank incurs as a consequence of any payment of principal in respect of
      a Loan being received from any source otherwise than on the last day of an
      Interest Period.
	           
    	 
	20.	EVIDENCE AND
      CALCULATIONS
	 
	20.1	Accounts
	 
		Accounts maintained by
      the Bank in connection with this Agreement are prima facie evidence of the
      matters to which they relate.
	 
	20.2	Certificates and
      determinations
	 
		Any certification or
      determination by the Bank of a rate or amount under this Agreement is, in
      the absence of manifest error, prima facie evidence of the matters to
      which it relates.
	 
	20.3	Day count
      convention
	 
		Interest (including
      default interest) and unused fees accrue from day to day and will be
      calculated on the basis of the actual number of days elapsed and a year of
      360 days.
	 
	21.	AMENDMENTS AND
      WAIVERS
	 
		The rights of the Bank
      under the Finance Documents:
	 
		(a)	     	may be exercised as often as
      necessary;
	 
		(b)		are cumulative and not exclusive
      of its rights under the general law; and
	 
		(c)		may be waived only in writing and
      specifically.
	 
		Delay in exercising or
      non-exercise of any such right is not a waiver of that right.
	 
	22.	SET-OFF
	 
		The Bank may set off
      any matured obligation owed by the Borrower under this Agreement (to the
      extent beneficially owned by the Bank) against any obligation (whether or
      not matured) owed by the Bank to the Borrower, regardless of the place of
      payment, booking branch or currency of either obligation. If the
      obligations are in different currencies, the Bank may convert either
      obligation at a market rate of exchange in its usual course of business
      for the purpose of the set-off. If either obligation is unliquidated or
      unascertained, the Bank may set off an amount estimated by it in good
      faith to be the amount of that obligation.
	 
	23.	ASSIGNMENT OF
      RIGHTS
	 
	23.1	The Borrower may not
      assign its rights and /or obligations under the Finance
    Documents.
	 
	23.2	The Bank may at any
      time assign, transfer or novate all or any part of the Loan and/or all or
      any of its rights and/or obligations under the Finance Documents (except
      the Guarantee by VPG) (an "Assignment") to another bank,
      financial institution or securitisation vehicle ("Assignee Lender")
      which is incorporated in a country that has diplomatic relations with the
      State of Israel, provided that such Assignment shall not derogate from
      Borrower's rights under the Finance Documents. Any such transfer will be
      made on an Interest Payment Date and the Bank shall provide the Borrower
      with a prior notice of 10 Business Days.
	 
	23.3	The Borrower shall
      execute and do all such transfers, assignments, novations, assurances,
      acts and things as the Bank may require for perfecting and completing any
      such assignment, transfer or novation, and releasing the Bank from and
      imposing on the Assignee Lender the Bank’s obligations under the
      Finance Documents to the extent
      the same are transferred, assigned or novated. All agreements,
      representations and warranties made in this agreement shall survive any
      assignment made pursuant to this clause and shall also inure to the
      benefit of all Assignee Lenders.


30







	24.	SEVERABILITY
	 
		If a provision of any
      Finance Document is or becomes illegal, invalid or unenforceable in any
      jurisdiction, that shall not affect:
	 
		(a)	     	the validity or
      enforceability in that jurisdiction of any other provision of any other
      documents signed by the Borrower in favour of the Bank; or
	 
		(b)		the validity or
      enforceability in other jurisdictions of that or any other provision of
      the Finance Documents.
	 
	25.	NOTICES
	 
	25.1	Giving of
      notices
	 
		All notices or other
      communications under or in connection with the Finance Documents shall be
      given in writing and, unless otherwise stated may be made by letter or
      facsimile. Any such notice will be deemed to be given as
  follows:
	 
		(a)		if by letter, when
      delivered personally or on actual receipt; and
	 
		(b)		if by facsimile, when
      received in legible form.
	 
		However, a notice given
      in accordance with the above but received on a non-working day or after
      business hours in the place of receipt will only be deemed to be given on
      the next working day in that place.
	 
	25.2	Addresses for
      notices
	  
	            	(a)		The address and
      facsimile number of the Borrower are:
	  	 	 	 
				Vishay Advanced
      Technologies Ltd.
				2
      Haofan St.
				Holon 58814
      Israel
				Facsimile: + 972 3
      5595712
	 
				or such other as the
      Borrower may notify to the Bank by not less than five Business Days'
      notice.
	  
		(b)		The address and
      facsimile number of the Bank are:
	  
				HSBC Bank
  plc
				Tel-Aviv
      Branch
				74
      Rothschild Blvd.
				Tel-Aviv,
    Israel
				Facsimile: +972
      3-7101144
				Attention: Carol Shaked
      or Rina Klier
	 
				or such other as the
      Bank may notify to the Borrower by not less than five Business Days'
      notice.


31







	26.	GOVERNING LAW &
      JURISDICTION
	 
		(a)		The Finance Documents
      are governed by the laws of the State of
Israel.
	  	 	 	 
	           	(b)	    	The parties agree that the
      competent courts of Tel Aviv-Jaffa have exclusive jurisdiction to settle
      any disputes in connection with the Finance Documents.
		 
		(c)		The Borrower hereby irrevocably
      accepts its appointment as process Agent in Israel for VPG under its
      Guarantee.

  

	           	By: 	/s/ Ziv Shoshani		By: /s/Carol Shaked
	 	
			/s/ Amir Tal	
			 	 		 
		The Borrower, Vishay
      Advanced Technologies Ltd	The Bank, HSBC Bank PLC
      Tel Aviv Branch



 
HSBC Bank plc
Tel-Aviv
Branch
74 Rothschild Blvd.
Tel-Aviv, Israel

I, Eli Goddard, legal advisor of Vishay
Advanced Technologies Ltd (hereinafter: the "Company") hereby confirm that the
Company is authorised to sign this Agreement and the signatures of Ziv Shoshani
and Amir Tal on behalf of the Company is in accordance with the statutory
documents of the Company and shall bind it.
 

	By:  	/s/
      Eli Goddard	 		November 30,
2011
	Eli
      Goddard	
	Name & Signature	Date



32







SCHEDULE 1 

CALCULATION OF EBITDA 

For any person, for any period, the Net
Income of such person for such period adjusted (A) to include, if applicable the
Net Income of any person accrued during such period but prior to the date it
became a Subsidiary of Borrower or was merged into or consolidated with Borrower
(based on financial information reasonably satisfactory to Bank), 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: (a)
Interest Expense, (b) total income and tax expense, (c) depreciation expense,
(d) the expense associated with amortization of intangible and other assets, (e)
non-cash provision for reserves for discontinued operations (or any reversals
thereof) but if any amount reflected in such non-cash reserves are subsequently
paid in cash, such cash payments shall be deducted from the calculation of
EBITDA, (f) any gain or loss associated with the sale or write-down of assets,
(g) any gain or loss from or attributable to minority interests, (h) 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 such person or any Subsidiary of such person by the entity accounted for by
the equity method of accounting), and (i) other non-cash items approved by the
Bank. 

33







SCHEDULE 2 

FORM OF OFFICER'S COMPLIANCE
CERTIFICATE 

VISHAY ADVANCED TECHNOLOGIES
LTD
OFFICER'S COMPLIANCE CERTIFICATE
FOR THE PERIOD ENDING [  ] 

Reference is made to the Revolving
Facility Agreement dated as of [  ] 2011 (as modified, amended, restated or
supplemented from time to time, the "Facility
Agreement") by and between Vishay Advanced
Technologies Ltd (the "Borrower") and HSBC Bank plc, Tel Aviv
Branch (the "Bank"). Terms not defined herein are used as defined in the Facility
Agreement. 

In accordance with the terms of Clause
15.2(g) of the Facility Agreement, I, [  ], the Chief Financial
Officer/Controller of the Borrower, do hereby certify to the Bank as follows:


1. The Borrower is in compliance with
the financial covenants as of [  ] as set forth in Clause 15.13 of the
Facility Agreement, and as defined in Schedule 1 (Calculation of EBITDA) and
Schedule 4 (Calculation of Tangible Shareholder’s Equity), as more fully set
forth below: 

		Actual	     	Required
	Tangible
      Shareholder Equity (TSE)	 			
	Total Assets:			
	Less:			
	Total
    Liabilities:			
	Excluding:			 
	(a) Goodwill, Trademarks,
      Trade Names, etc.:	 		
	(b) Unamortized financing
      and discounts and expenses:			
	(c) all reserves carried
      and not deducted from assets:			
	(d) treasury
    stock:		 	
	(e) securities which are
      not readily marketable:			
	(f) cash held in a sinking
      fund for redemption of Capital Stock or Indebtedness:			
	(g) Any write up in the
      book value of any assets subsequent to their being listed			
	       in the financial
      statements:			
	(h) Any items in (a)
      through (g) above treated as intangibles in conformity with
GAAP:			
	(i) The effects of
      currency translation adjustments:			
	(j) Investment in Vishay
      PM Group Ltd:			



34







	Tangible Shareholders Equity:		     
	 	_____	≥ USD 65,000,000	 



Leverage
Ratio

Indebtedness:


EBITDA: 

	Indebtedness / EBITDA:		     
	 	_____	≤ 2.5:1.0	 



Tangible Shareholder Equity /
Total Assets


Tangible Shareholder Equity:


Total Assets: 

	Tangible Shareholder Equity / Total Assets:			     
	 	_____	≥ 75%	



Calculation of
EBITDA 

						ROLLING
	DESCRIPTION	1st	2nd	3rd	4th	FOUR
		QTR *	QTR *	QTR *	QTR *	QUARTERS
	NET INCOME		 			
		 	 	 	 	 
	(a) INTEREST EXP					
	(b) INCOME TAX			 		
	(c) DEPRECIATION					
	(d) AMORTIZATION					
	(e)
      NON-CASH PROVISIONS FOR RESERVES FOR					
	DISCOUNTINUED OPERATIONS					
	(f)
      GAIN OR LOSS ASSOCIATED WITH THE SALES					
	OR WRITE-DOWN OF ASSETS					
	(g)
      GAIN OR LOSS ATTRIBUTED TO MINORITY					
	INTERESTS					
	(h)
      GAIN OR LOSS ACCOUNTED FOR BY THE					
	EQUITY METHOD OF ACCOUNTING					
	(i)
      OTHER NON-CASH ITEMS APPROVED BY THE					
	BANK					



	*	Specify quarter-end
  date


35







	As at the date of this Certificate:
    
	     	o	     	There exists no Event of
      Default or Default
		o		There exists an Event of
      Default or Default:
				Description:  	 	 	 
				Period of
    existence:	 	 
				The action the Borrower
      proposes to take or has taken:  	 
				 	



IN WITNESS WHEREOF, I have executed
this Certificate as of _________, 20__. 


	Vishay Advanced Technologies Ltd. 		
	  		
	  		
	By:  	 	1	 
	Name:		
	Title:		




	 	 	 
	1 
	To be executed by the Chief
      Financial Officer/Controller of the Borrower.


36







SCHEDULE 3 

FORM OF REQUEST

	To:	     	HSBC BANK PLC, TEL AVIV BRANCH as
    Bank
			 
	From:	 	VISHAY ADVANCED TECHNOLOGIES
LTD
			 
	Date:		[•]



VISHAY ADVANCED TECHNOLOGIES
LTD 

Revolving Facility Agreement
dated [•] 2011 (the Facility
Agreement) 

Terms not defined herein are used as
defined in the Facility Agreement. 

	1.	     	We wish to borrow a Loan
      under the Facility Agreement as follows:
			(a)	     	Utilisation Date:  	[•]		
			(b)		Amount:	[•]		
			(c)		Currency:	[USD][EUR]
		 	(d)		Interest Period:	 	[one month][three
      months]
			(e)		Interest rate
      applicable:	LIBOR + 2.15% p.a.
	 		(f)		Repayment dates:	 	[•]	 
			(g)		Payment
      Instructions:	[•]	
	 	 	  	 	 	 
	2.		We confirm that:			
			(a)		the representations and
      warranties in Clause 14 (Representations and Warranties) are correct as
      of
					this date;			
			(b)		no Default is outstanding
      or would be likely to result from the Loan; and
			(c)		no law, regulation, ruling
      or other action of any Governmental Authority shall be in effect or
      shall
					have occurred, the effect
      of which would be to prevent us from fulfilling our
  obligations.



By: 

 

VISHAY ADVANCED TECHNOLOGIES LTD


 

Authorised Signatory 

37











SCHEDULE 4 


CALCULATION OF TANGIBLE SHAREHOLDERS EQUITY 


Tangible Shareholders Equity: the excess of total assets over total liabilities, total assets and total liabilities each to be determined in accordance with GAAP, excluding, however, from the determination of total assets
(a) goodwill, trademarks, trade names, copyrights, patents, patent applications, licenses and rights in any thereof, and other intangibles, (b) unamortized financing discounts and expenses, (c) all reserves carried an not deducted from assets, (d)
treasury stock, (e) securities which are not readily marketable, (f) cash held in a sinking or other analogous fund established for the purpose of redemption, retirement or prepayment of Capital Stock or Indebtedness, (g) any writeup in the book
value of any asset resulting from a revaluation thereof subsequent to the date of the financial statements (h) any items not included in clauses (a) through (g) above which are treated as intangibles in conformity with GAAP, (i) the effects of the
currency translation adjustment and (j) investment in the PM Group. 


38