(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Existing Credit Agreement, the Security Documents or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Security Documents or any other Loan Document, all of which shall continue
in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, as amended hereby, the Security Documents or any other Loan Document in similar or different circumstances.
(b) On and after the Second Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, as used in the Existing Credit Agreement, shall refer to the Existing Credit Agreement as amended hereby, and the term “Credit Agreement”, as used in any Loan
Document, shall mean the Existing Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement and the other Loan Documents.
(c) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit
Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Secured Obligations (as defined in the Collateral Agreement) outstanding
under the Existing Credit Agreement or the Security Documents, which shall remain in full force and effect. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed
as a release or other discharge of the Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities
thereunder.
SECTION 5 Reaffirmation. Each of the
Borrower and the entities party hereto as “Subsidiary Loan Parties” (the “Subsidiary Loan Parties” together with the
Borrower, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect
benefits as a result of this Amendment and the transactions contemplated hereby. Each Reaffirming Loan Party hereby further (i) confirms its guarantees, pledges and grants of security interests, as applicable,
under each of the Loan Documents to which it is party and (ii) agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, its guarantees, pledges and grants of
security interests, as applicable, under each of the Loan Documents to which it is party shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties (and shall be determined
after giving effect to this Amendment).
SECTION 6 Governing Law; Jurisdiction;
Consent to Service of Process; Jury Trial Waiver. THE PROVISIONS CONCERNING (A) GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS SET FORTH IN SECTION 9.09 OF THE EXISTING CREDIT
AGREEMENT AND (B) JURY TRIAL WAIVER SET FORTH IN SECTION 9.10 OF EXISTING CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT AND ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
SECTION 7 Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. The words “execution”, “signed”, “signature”, “delivery”, and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the
transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to
sign, authenticate or accept such contract or record.
SECTION 8 Severability. Any provision of this
Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9 Headings. Section
headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
[Signature pages to follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above
written.
BORROWER:
|
VISHAY INTERTECHNOLOGY, INC.
|
|
|
|
|
| |
|
|
| |
By:
|
/s/ David L. Tomlinson
|
| |
Name:
|
David L. Tomlinson
|
| |
Title:
|
Sr. Vice President - Chief Accounting Officer
|
| |
|
|
| |
|
|
SUBSIDIARY LOAN PARTIES:
|
VISHAY GSI, INC.
|
| |
SILICONIX INCORPORATED
|
| |
VISHAY BCCOMPONENTS HOLDINGS LTD.
|
| |
VISHAY SPRAGUE, INC.
|
| |
VISHAY AMERICAS, INC.
|
| |
VISHAY HIREL SYSTEMS LLC
|
| |
VISHAY SILICONIX, LLC
|
| |
SILICONIX SEMICONDUCTOR, LLC
|
| |
MAXPOWER SEMICONDUCTOR, INC.
|
| |
|
|
| |
By:
|
/s/ David L. Tomlinson
|
| |
Name:
|
David L. Tomlinson
|
| |
Title:
|
Senior Vice President, Finance & Assistant Secretary
|
| |
|
|
| |
|
|
| |
VISHAY DALE ELECTRONICS, LLC
|
| |
|
|
| |
By:
|
/s/ David L. Tomlinson
|
| |
Name:
|
David L. Tomlinson
|
| |
Title:
|
Authorized Signatory
|
| |
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and a Lender
|
| |
|
|
| |
|
|
| |
By:
|
/s/ Christine Lathrop
|
| |
Name:
|
Christine Lathrop
|
| |
Title:
|
Executive Director
|
LENDER SIGNATURE PAGE TO THE
SECOND AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
OF VISHAY INTERTECHNOLOGY, INC.
| |
Comerica Bank
|
| |
|
|
| |
|
|
| |
By:
|
/s/ |
| |
Name:
|
|
| |
Title:
|
|
LENDER SIGNATURE PAGE TO THE
SECOND AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
OF VISHAY INTERTECHNOLOGY, INC.
| |
HSBC Bank USA, N.A.
|
| |
|
|
| |
|
|
| |
By:
|
/s/
|
| |
Name:
|
|
| |
Title:
|
|
LENDER SIGNATURE PAGE TO THE
SECOND AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
OF VISHAY INTERTECHNOLOGY, INC.
| |
KBC BANK N.V., New York Branch
|
| |
|
|
| |
|
|
| |
By:
|
/s/
|
| |
Name:
|
|
| |
Title:
|
|
| |
|
|
| |
By:
|
/s/ |
| |
Name:
|
|
| |
Title:
|
|
LENDER SIGNATURE PAGE TO THE
SECOND AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
OF VISHAY INTERTECHNOLOGY, INC.
| |
Santander Bank, N.A.
|
| |
|
|
| |
|
|
| |
By:
|
/s/
|
| |
Name:
|
|
| |
Title:
|
|
LENDER SIGNATURE PAGE TO THE
SECOND AMENDMENT TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
OF VISHAY INTERTECHNOLOGY, INC.
| |
UNICREDIT BANK GMBH, NEW YORK BRANCH
|
| |
|
|
| |
|
|
| |
By:
|
/s/
|
| |
Name:
|
|
| |
Title:
|
|
| |
|
|
| |
By:
|
/s/ |
| |
Name:
|
|
| |
Title:
|
|