FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO
CREDIT AGREEMENT

      THIS FIRST AMENDMENT ("First Amendment") is made as of this December 12, 2008 by and among the financial institutions signatory hereto (individually a "Lender," and any and all such financial institutions collectively, the "Lenders"), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the "Agent"), Vishay Intertechnology, Inc. ("Vishay") and the other Permitted Borrowers as defined therein (together with Vishay, the "Borrowers").

RECITALS

      A. The Borrowers have entered into that certain Fourth Amended and Restated Credit Agreement dated as of June 24, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement") with each of the Lenders and the Agent pursuant to which the Lenders agreed, subject to the satisfaction of certain terms and conditions, to extend or to continue to extend financial accommodations to the Borrowers, as provided therein.

      B. At the request of the Borrowers, Agent and the Lenders have agreed to make certain amendments and modifications to the Credit Agreement as set forth below, but only on the terms and conditions set forth in this First Amendment.

      NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Borrowers, Agent and the Lenders agree:

      1. Section 1.1 of the Credit Agreement is hereby amended as follows:

      (a) by inserting the following definitions into Section 1.1 of the Credit Agreement in their appropriate alphabetical order:

""Base Rate" shall mean for any day, that rate of interest which is equal to the greater of (i) the LIBOR-based Rate and (ii) the Prime-based Rate, plus the Applicable Margin."

""Base Rate Advance" shall mean an Advance which bears interest at the Base Rate."

""LIBOR Rate" shall mean, with respect to any Advance carried at the LIBOR-based Rate outstanding hereunder, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars the per annum rate for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service), the "LIBOR Rate" shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by Agent and Borrowers, or, in the absence of such agreement, the "LIBOR Rate" shall, instead, be the per annum rate equal to the average of the rate at which Agent is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on such day in the interbank eurodollar market in an amount comparable to the principal amount of the Indebtedness hereunder which is to bear interest at such "LIBOR Rate" and for a period equal to one (1) month."

""LIBOR-based Rate" shall mean for any day a per annum interest rate which is equal to the sum of one percent (1.0%) plus the quotient of the following:

      (b) by amending the following definitions such that the references to "Prime-based Advance" and "Prime-based Rate" shall be deleted and replaced with a reference to "Base Rate Advance" and "Base Rate", respectively: "Advance(s)", "Applicable Interest Rate", "Revolving Credit Advance", "Swing Line Advance" and "Term Loan Advance".

      2. Section 7.18 of the Credit Agreement is hereby deleted and the following is inserted in its place: "7.18 Intentionally Omitted ."

      3. Sections 11.5, 11.6 and 11.7 of the Credit Agreement are hereby deleted, and the following is inserted in their respective places:

"11.5 Circumstances Affecting Eurocurrency-based Rate and LIBOR-based Rate Availability . If Agent or the Required Lenders (after consultation with Agent) shall determine in good faith that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars or in any Alternative Currency, as the case may be, in the applicable amounts are not being offered to the Agent or such Lenders, then Agent shall forthwith give notice thereof to Borrowers. Thereafter, until Agent notifies Borrowers that such circumstances no longer exist, (i) the obligation of Lenders to make Eurocurrency-based Advances and LIBOR-based Advances (other than in any applicable Alternative Currency with respect to which deposits are available, as required hereunder), and the right of Borrowers to convert an Advance to or refund an Advance as a Eurocurrency-based Advance, as the case may be (other than in any applicable Alternative Currency with respect to which deposits are available, as required hereunder) shall be suspended, and (ii) the Borrowers shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurocurrency-based Advance or LIBOR-based Advance covered hereby in the applicable Permitted Currency, together with accrued interest thereon, any amounts payable under Sections 11.1 and 11.8 hereof, and all other amounts payable hereunder on the last day of the then current Interest Period applicable to such Advance. Upon the date for repayment as aforesaid and unless Company notifies Agent to the contrary within two (2) Business Days after receiving a notice from Agent pursuant to this Section, such outstanding principal amount shall be converted to a Prime-based Advance as of the last day of such Interest Period.

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

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

(a) shall subject any of the Lenders (or any of their respective Eurocurrency Lending Offices) to any tax, duty or other charge with respect to