VISHAY INTERTECHNOLOGY, INC. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Version

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

      THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is made as of the 24 ^th day of June, 2008 by and among Lenders (as defined below), Comerica Bank, as Lead Arranger, Book Running Manager and Administrative Agent for Lenders (in its capacity as Administrative Agent, “Agent”), JPMorgan Chase Bank, N.A. as Co-Syndication Agent, Bank of America N.A. as Co-Syndication Agent, HSBC Bank USA, National Association as Documentation Agent, Vishay Intertechnology, Inc., a Delaware corporation (“Company”) and the Permitted Borrowers (as defined below and collectively with Company, the “Borrowers”) from time to time signatory hereto.

RECITALS

      A. The Borrowers have requested that Lenders amend and restate that certain Third Amended and Restated Credit Agreement dated as of April 20, 2007 (as amended the “Prior Credit Agreement”).

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

      NOW THEREFORE, BORROWERS, AGENT, AND LENDERS AGREE:

      1. DEFINITIONS

      1.1 Certain Defined Terms . For the purposes of this Agreement the following terms will have the following meanings:

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

      “Advance(s)” shall mean, as the context may indicate, a Revolving Credit Advance, a Term Loan Advance or a Swing Line Advance (including without limitation any readvance, refunding or conversion of such Revolving Credit Advance, Term Loan Advance or Swing Line Advance pursuant to Sections 2.3, 2.5(c) or 4.4 hereof) and any advance in respect of a Letter of Credit under Section 3.6 hereof (including without limitation the unreimbursed amount of any draws under Letters of Credit) and shall include, as applicable, each Eurocurrency-based Advance, Quoted Rate Advance and Prime-based Advance. For the avoidance of doubt, Advances hereunder shall include all borrowings under the Prior Credit Agreement and still outstanding as of the Restatement Date.

      “Affected Lender” shall have the meaning set forth in Section 11.11 hereof.

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

      “Agent” shall mean Comerica Bank, a Texas banking association, acting as administrative agent hereunder, or any successor administrative agent appointed in accordance with Section 12.4 hereof.

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

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

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

      “Alternative Currency” shall mean Japanese Yen (“¥”), British Pounds Sterling (“Sterling”) and the Euro, and, subject to availability and to the terms and conditions of this Agreement, such other freely convertible foreign currencies, as requested by any of Borrowers and acceptable to Agent and Lenders, in their reasonable discretion.

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

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

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

      “Asset Sale” shall mean the sale, transfer or other disposition by any Borrower or any of their Subsidiaries of any asset to any Person (other than to a Borrower or a Guarantor).

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

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

      “BCc Replacement Financing” shall mean the debt in the aggregate amount of $105,000,000 issued by Company to refinance certain mezzanine debt issued by BCcomponents Holdings B.V., a Dutch private limited liability company.

      “Borrowers” is defined in the preamble.

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

      “Capital Expenditures” shall mean, without duplication, any amounts paid or accrued for a period in respect of any purchase or other acquisition for value of fixed or capital assets, net of the cash proceeds of any grant (but exclusive of any related debt issuance or other borrowing) received during such period by Company or any of its Subsidiaries from any governmental authority, up to the aggregate amount of capital additions in the relevant jurisdiction in which such grant was received during such period; provided that, in no event shall Capital Expenditures include amounts expended in respect of normal repair and maintenance of plant facilities, machinery, fixtures and other like capital assets utilized in the ordinary conduct of business (to the extent such amounts would not be capitalized in preparing a balance sheet determined in accordance with GAAP).

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

      “Collateral Documents” shall mean the Pledge Agreements, and any related documents, including but not limited to that certain Reaffirmation of Domestic Pledge Agreements, in each case as may be amended, restated or otherwise modified from time to time.

      “Commodities Hedging Obligation(s)” shall mean any precious metal commodity swap agreement, forward purchase agreement, cap agreement or collar agreement, and any other agreement or arrangement entered into for protection against fluctuations in precious metal prices, and, except as used in the definition of “Indebtedness,” not for speculative purposes.

      “Company” is defined in the Preamble.

      “Consolidated” or “Consolidating” shall, when used with reference to any financial information pertaining to (or when used as a part of any defined term or statement pertaining to the financial condition of) Company and its Subsidiaries mean the accounts of Company and its

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Subsidiaries determined on a consolidated or consolidating basis, as the case may be, all determined as to principles of consolidation and, except as otherwise specifically required by the definition of such term or by such statements, as to such accounts, in accordance with GAAP, applied on a consistent basis and consistent with the financial statements as at and for the fiscal year ended December 31, 2006.

      “Consolidated EBITDA” shall mean the EBITDA of Company and its Subsidiaries on a Consolidated basis.

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

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

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

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

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

      “Dollar Amount” shall mean (i) with respect to each Advance or Letter of Credit made, issued or carried (or to be made, issued or carried) in Dollars, the principal amount thereof and (ii) with respect to each Advance or Letter of Credit made, issued or carried (or to be made or carried) in an Alternative Currency, the amount of Dollars which is equivalent to the principal amount of such Advance or Letter of Credit at the most favorable spot exchange rate determined by Agent to be available to it for the sale of Dollars for such Alternative Currency at approximately 11:00 A.M. (Detroit time) two (2) Business Days before such Advance or Letter of Credit is made or issued (or to be made or issued), as such Dollar Amount may be adjusted from time to time pursuant to Section 2.11 hereof. When used with respect to any Alternative

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Currency portion of an Advance or Letter of Credit being repaid or remaining outstanding at any time or with respect to any other sum expressed in an Alternative Currency, “Dollar Amount” shall mean the amount of Dollars which is equivalent to the principal amount of such Advance or Letter of Credit, or the amount so expressed in such Alternative Currency, at the most favorable spot exchange rate determined by Agent to be available to it for the sale of Dollars for such Alternative Currency at the relevant time. Alternative Currency amounts of Advances made, carried or expressed in Dollars (to the extent used herein) shall be determined by Agent in a manner consistent herewith.

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

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

      “Domestic Guaranty” shall mean that certain Third Amended and Restated Domestic Guaranty dated as of the Restatement Date delivered to Agent covering all Indebtedness outstanding of the Borrowers executed and delivered as of the date hereof (or to be executed and delivered by joinder) by Company and each of the Significant Domestic Subsidiaries, as amended, restated or otherwise modified from time to time.

      “Domestic Permitted Borrower” shall mean any Permitted Borrower which is a Domestic Subsidiary.

      “Domestic Subsidiary” shall mean any Subsidiary of Company incorporated or organized under the laws of the United States of America, or any state or other political subdivision thereof or which is considered to be a “disregarded entity” for United States federal income tax purposes and which is not a “controlled foreign corporation” as defined under Section 957 of the Internal Revenue Code, in each case provided such Subsidiary is owned by Company or a Domestic Subsidiary of Company, and “Domestic Subsidiaries” shall mean any or all of them.

      “E-System” shall mean any electronic system and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Agent, any of its Affiliates or any other Person, providing for access to data protected by passcodes or other security system.

      “EBITDA” shall mean, of 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 Company or was merged into or consolidated with Company (based on financial information reasonably satisfactory to Agent), 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) any non-cash expenses and charges, (c) total income tax expense, (d) depreciation expense, (e) the expense associated with amortization of intangible and other assets, (f) non-cash provisions for reserves for discontinued operations, (g) any extraordinary, unusual or non-recurring gains or losses or charges or credits, (h) any gain or loss associated with the sale or write-down of assets, (i) any gain or loss from or attributable to minority interests and (j) any gain or loss accounted for by the equity method of accounting (except in the case of income to the extent of the amount

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

      “Effective Date” shall mean April 20, 2007.

      “Electronic Transmission” shall mean each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or e-fax or otherwise to or from an e-system or other equivalent service.

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

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

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

      “Equity Interest” shall mean (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents of corporate stock (however designated) in or to such association or entity, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants, rights or other options to purchase or otherwise acquire any of the interests described in any of the foregoing cases.

      “Equity Offering” shall mean the issuance and sale for cash, on or after the date hereof, by Company or any of its Subsidiaries of additional Equity Interests.

      “Equity Offering Adjustment” shall mean that amount to be added to the minimum Tangible Net Worth required to be maintained under Section 7.4 hereof consisting of an amount equal to seventy-five percent (75%) of each Equity Offering conducted by Company or any of its Subsidiaries, net of costs of issuance, on and after December 31, 2006, on a cumulative basis; provided, however, that in the case of each Equity Offering by a Subsidiary, the amount of the Equity Offering Adjustment shall not exceed 75% of the amount, if any, by which such Equity Offering increases Tangible Net Worth.

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

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

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

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

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

      “Eurocurrency-based Rate” shall mean a per annum interest rate which is equal to the sum of the Applicable Margin (subject, if applicable, to adjustment under Section 4A.1 hereof), plus the quotient of:

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all as conclusively determined by Agent (absent manifest error), such sum to be rounded upward, if necessary, to the nearest whole multiple of 1/100th of 1%.

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

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

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

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

      “Existing Letter of Credit” shall mean each letter of credit issued under the Prior Credit Agreement, if any, which is outstanding on the Restatement Date, as set forth on Schedule 1.4 hereto.

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

      “Fee Letter” shall mean the fee letter dated May 16, 2008 between Company and Agent hereunder, as amended, restated or otherwise modified from time to time.

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      “Fees” shall mean Agent’s Fees, the Revolving Credit Facility Fee, the Letter of Credit Fees, and the other fees and charges payable hereunder.

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

      “Foreign Guaranty” shall mean that certain Second Amended and Restated Foreign Guaranty dated August 31, 2007 covering all Indebtedness of the Foreign Permitted Borrowers hereunder (but expressly excluding any Hedging Obligations) executed and delivered whether by joinder or otherwise (or to be executed and delivered by joinder) by the Significant Foreign Subsidiaries, together with any other guaranty executed and delivered by a Significant Foreign Subsidiary, in each case as amended, restated or otherwise modified from time to time.

      “Foreign Permitted Borrower” shall mean any Permitted Borrower hereunder which is a Foreign Subsidiary of Company.

      “Foreign Subsidiary” shall mean any of Company’s Subsidiaries, other than a Domestic Subsidiary; and “Foreign Subsidiaries” shall mean any or all of them.

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

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

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

      “Guarantee Obligation” shall mean as to any Person (the “guaranteeing person”) any obligation of the guaranteeing person in respect of any obligation of another Person (including, without limitation, any bank under any letter of credit), the creation of which was induced by a reimbursement agreement, guaranty agreement, keepwell agreement, purchase agreement, or similar obligation issued by the guaranteeing person, in either case guaranteeing or in effect guaranteeing any Debt, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any

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such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Company or Subsidiary, as applicable, in good faith.

      “Guaranties” shall mean the Domestic Guaranty and the Foreign Guaranty, and any other guaranty entered into in relation to the Indebtedness or any portion thereof, whether by joinder or otherwise, in each case as the same may be amended, restated or otherwise modified from time to time, and “Guaranty” shall mean any or all of them.

      “Guarantor(s)” shall mean each Person which shall have executed and delivered a Guaranty or a Joinder Agreement thereto.

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

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

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

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of the Collateral Documents and the Foreign Guaranty, “Hedging Obligations” shall also include the Commodities Hedging Obligations to the extent such Commodities Hedging Obligations are “Indebtedness” as defined in this Agreement.

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

      “Indebtedness” shall mean (a) all indebtedness and liabilities including without limitation principal, interest (including without limitation interest accruing at the then-applicable rate provided in this Agreement or any other applicable Loan Document after an applicable maturity date and interest accruing at the then-applicable rate provided in this Agreement or any other applicable Loan Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Company and/or any of its Subsidiaries, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, expenses and other charges arising under this Agreement or any of the other Loan Documents, whether direct or indirect, absolute or contingent, owing by any of the Borrowers to Lenders (or any of them) or to Agent, in any manner and at any time, under this Agreement or the Loan Documents, due or hereafter to become due, now owing or that may hereafter be incurred by any of the Borrowers or any of the Subsidiaries to, or acquired by, Lenders (or any of them) or by Agent, (b) any Special Letters of Credit, (c) net obligations with respect to (i) Hedging Obligations and (ii) Commodities Hedging Obligations, provided that (x) the maximum aggregate amount which shall be available from proceeds of the Collateral under the Collateral Documents or from any other sums collected from the Borrowers or any of Company’s Subsidiaries pursuant to the Loan Documents (excluding the Loan Documents specifically governing the Commodities Hedging Obligations) for application against Commodities Hedging Obligations shall not exceed $10,000,000 (with the application of such proceeds to be made by Agent on a basis consistent with Section 10.2 hereof, such application to be made on a pro rata basis among the eligible hedging providers under those Commodities Hedging Obligations designated by Company pursuant to clause (y) of this definition, but otherwise in Agent’s sole discretion), (y) the documentation relating to such Commodities Hedging Obligations, including a letter agreement between the hedging provider and Company or applicable Subsidiary covering multiple commodities hedging transactions (I) specifies that such obligations have been designated by Company as (and, subject to the terms hereof, shall constitute) “Indebtedness” hereunder and (II) contains an express acknowledgment by the eligible hedging provider (satisfactory in form and substance to Agent) of the limitation imposed on all Commodities Hedging Obligations under clause (x) of this definition, and (z) copies of such documentation shall have been provided to Agent promptly following the execution thereof, accompanied by an updated list of all such documents having been so designated by Company (which Agent is hereby authorized to furnish to any hedging provider requesting such documentation), provided further that both the Commodities Hedging Obligations and the Hedging Obligations are entered into between Company and/or any of its Subsidiaries and a Lender or an Affiliate of a Lender, (d) any judgments that may hereafter be rendered on such indebtedness or any part thereof, with interest according to the rates and terms specified, or as provided by law, (e) solely to the extent this term is used in any Pledge Agreement, Guaranty or other document guarantying or pledging Collateral in support of the obligations of any of the Borrowers hereunder and as “Indebtedness” is used in Section 10.2 hereof, any liabilities to Agent or any Lender arising in connection with any Lender Products, and (f) any and all

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consolidations, amendments, renewals, replacements or extensions of any of the foregoing. For the purposes of Section 9.2(b), “Indebtedness” shall exclude any Hedging Obligations or Commodities Hedging Obligations.

      “Intercompany Loan” shall mean any loan (or advance in the nature of a loan) by Company or any Subsidiary of Company to Company or any Subsidiary of Company.

      “Intercompany Loans, Advances or Investments” shall mean any Intercompany Loan, any advance, any Investment (including, without limitation, any Guaranty Obligations of any indebtedness or lease obligations of Company or any Subsidiary to a third party) made by Company or any Subsidiary to, in or for the benefit of, as applicable, Company or any Subsidiary.

      “Intercompany Notes” shall mean the promissory notes issued or to be issued by any Subsidiary to Company or to any Significant Domestic Subsidiary to evidence an Intercompany Loan, substantially in the form attached hereto as Exhibit I.

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

      “Interest Period” shall mean (a) with respect to a Eurocurrency-based Advance, a Eurocurrency-Interest Period commencing on the day a Eurocurrency-based Advance is made, or on the effective date of an election of the Eurocurrency-based Rate made under Section 2.3 hereof, as the case may be, and (b) with respect to a Swing Line Advance carried at the Quoted Rate, an interest period of one month (or any lesser number of days agreed to in advance by any Borrower, Agent and Swing Line Lender); provided, however that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day, except that as to a Eurocurrency-Interest Period, if the next succeeding Business Day falls in another calendar month, such Eurocurrency-Interest Period shall end on the next preceding Business Day, and (ii) when a Eurocurrency-Interest Period begins on a day which has no numerically corresponding day in the calendar month during which such Eurocurrency-Interest Period is to end, it shall end on the last Business Day of such calendar month, and (iii) no Interest Period in respect of any Advance shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable.

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

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

      “Investment” shall mean any investment, loan or advance by Company or any of its Subsidiaries to, or any other loan, advance or investment (including without limitation any Guarantee Obligation) by Company or any of its Subsidiaries in, to or for the benefit of any

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Person (including without limitation, Company or any Subsidiary), without offset, reduction or other adjustment, whether such loan, advance or investment shall be in the nature of an investment in Equity Interests, evidences of indebtedness, Guarantee Obligations or otherwise.

      “Israeli Subsidiary(ies)” shall mean any Subsidiary of the Company (including Vishay Israel), whether direct or indirect, incorporated under the laws of Israel.

      “Issuing Lender” shall mean Comerica Bank, or any successor thereto.

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

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

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

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

      “Lender Products” shall mean any one or more of the following types of services or facilities extended to Company or any of its Subsidiaries by any Lender: (i) credit cards, (ii) credit card processing services, (iii) debit cards, (iv) purchase cards, (v) Automated Clearing House (ACH) transactions, (vi) cash management, including controlled disbursement services, and (vii) establishing and maintaining deposit accounts.

      “Letter(s) of Credit” shall mean any standby letters of credit issued by Agent at the request of or for the account of an Account Party or Account Parties pursuant to Article 3 hereof, including, without limitation, any Existing Letters of Credit.

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

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

      “Letter of Credit Maximum Amount” shall mean, as of any date of determination, the lesser of: (a) Seventy Five Million Dollars ($75,000,000) and (b) the Revolving Credit Aggregate Commitment as of such date, minus the aggregate principal amount of Advances

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outstanding as of such date under the Revolving Credit and under the Swing Line, minus, in each case the Letter of Credit Reserve in effect on such date.

      “Letter of Credit Obligations” shall mean at any date of determination, the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, and (b) the aggregate amount of Reimbursement Obligations which remain unpaid as of such date.

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

      “Letter of Credit Reserve” shall mean Five Million Dollars ($5,000,000), as decreased by Company with Agent’s approval.

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

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

      “Loan Documents” shall mean collectively, this Agreement, the Letter of Credit Agreements, the Guaranties, the Collateral Documents, agreements relating to Hedging Obligations entered into between Company and/or any of its Subsidiaries and a Lender or an Affiliate of a Lender, agreements relating to Commodities Hedging Obligations (to the extent such Commodities Hedging Obligations are “Indebtedness” as defined in this Agreement), and any other documents, instruments or agreements executed pursuant to or in connection with any such document, the Indebtedness or this Agreement as such documents may be amended or otherwise modified from time to time. For the purposes of Section 13.11, “Loan Documents” shall exclude any Hedging Obligations and Commodities Hedging Obligations.

      “Moody’s” means Moody’s Investors Service, Inc., its successors and assigns, and, if such organization shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by Agent.

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

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

      “Net Cash Proceeds” shall mean the aggregate cash payments received by any Borrower or any of their respective Subsidiaries from any Asset Sale, the issuance of Equity Interests or the issuance of Subordinated Debt, as the case may be, net of the ordinary and customary direct costs incurred in connection with such sale or issuance, as the case may be, such as legal,

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accounting and investment banking fees, sales commissions, and other third party charges, and net of property taxes, transfer taxes and any other taxes paid or payable by such Person in respect of any sale or issuance.

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

      “Net Income Adjustment” shall mean that amount to be added to the minimum Tangible Net Worth required to be maintained under Section 7.4 hereof consisting of fifty percent (50%) of Company’s Consolidated Net Income for each of Company’s fiscal quarters ending on or after March 31, 2007 (in each case, only if a positive number), on a cumulative basis.

      “New Convertible Subordinated Debt” means that certain new convertible subordinated Debt of Company in the amount of up to $500,000,000 issued by Company under an Indenture dated as of August 6, 2003 between Company and Wachovia Bank, National Association, as Trustee on substantially the terms and conditions contained in Company’s Offering Memorandum relating to such debt dated July 31, 2003.

      “Notes” shall mean the Revolving Credit Notes, the Swing Line Notes and the Term Loan Notes.

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

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

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

      “Percentage” shall mean, as applicable, the Revolving Credit Percentage, the Term Loan Percentage or the Weighted Percentage.

      “Permitted Acquisition” shall mean any acquisition by Company or any of its Subsidiaries of assets, businesses or business interests or Equity Interests in any Person (whether such acquisition is consummated by purchase or merger, provided that the Company or the applicable Subsidiary is the survivor of such merger), conducted while no Default or Event of Default has occurred and is continuing hereunder (both before and after giving effect thereto) in accordance with the following requirements:

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

      “Permitted Borrower Addendum” shall mean an addendum substantially in the form attached hereto as Exhibit H, to be executed and delivered by each Permitted Borrower which

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becomes a party to this Agreement after the date hereof, as such Exhibit may be amended from time to time.

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

      “Permitted Borrower(s)” shall mean Vishay Europe, Vishay Electronic, Vishay Asia, Siliconix, Siliconix Technology and Vishay India (subject, in each case, to prior compliance in full with the requirements of Section 2.1 hereof and in the case of Vishay India, with appropriate changes in local law and regulation which would make the extension of credit to Vishay India on the terms set forth herein compliant with such local law and regulation), and any Wholly Owned Subsidiary of Company which, after the Restatement Date and with the prior written approval of Lenders, becomes a party hereto pursuant to the requirements of Section 2.1 hereof.

      “Permitted Currencies” shall mean Dollars or any Alternative Currency.

      “Permitted Liens” shall mean, with respect to any Person:

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      “Permitted Investments” shall mean:

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      “Permitted Securitization” shall mean the transfer or encumbrance of certain foreign accounts receivable by any of the Foreign Subsidiaries to a Special Purpose Subsidiary conducted in accordance with the following requirements:

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      “Permitted Transfer” shall mean (i) any disposition of inventory or worn out or obsolete machinery, equipment or other such personal property in the ordinary course of business, and (ii) the transfer by Company or its Subsidiaries to Company or any Wholly Owned Subsidiary of machinery and equipment from and after the Restatement Date (provided that no Default or Event of Default has occurred and is continuing at the time of any such transfer).

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

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

      “Pledge Agreement(s)” shall mean that certain Second Amended and Restated Stock Pledge and Security Agreement dated as of April 20, 2007, as the same may be amended, restated or otherwise modified from time to time, together with all other pledge agreements, including any nantissements , notarial deeds, pledges of financial instrument accounts, or other local law pledges (and any of them) previously executed and delivered, executed and delivered as of the Effective Date or to be executed or delivered pursuant to this Agreement (as the same may be amended, restated or otherwise modified from time to time) all, in favor of Agent, for and on behalf of Lenders under this Agreement (or pledged directly to the Lenders, as local law shall require), provided, however, that with respect to those Pledge Agreements executed by or covering the Equity Interests of a Significant Foreign Subsidiary prior to the Restatement Date such Pledge Agreements may exclude from the Indebtedness secured thereunder Hedging Obligations that are deemed Indebtedness hereunder.

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

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

      “Prime-based Rate” shall mean that rate of interest which is the sum of the Applicable Margin plus the greater of (i) the Prime Rate or (ii) the Alternate Base Rate.

      “Prior Credit Agreement” is defined in the Preamble.

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

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statements for each of those years based on historical financial information prepared in accordance with GAAP, including sufficient detail to permit calculation of the amounts and the financial covenants described in Sections 7.4 through 7.6 hereof and evidencing projected compliance therewith, as projected as of the effective date of the acquisition and for those fiscal years and accompanied by (i) a statement setting forth a calculation of the ratios and amounts so described and (ii) a statement in reasonable detail specifying all material assumptions underlying the projections.

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

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

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

      “Rating Agency” shall mean S&P, or Moody’s, or any of their respective successors, or any other nationally recognized rating agency, and “Rating Agencies” shall be the collective reference to any or all of the foregoing.

      “Reaffirmation of Domestic Pledge Agreements” shall mean that certain Reaffirmation of Domestic Pledge Agreements dated as of the Restatement Date to the Agent for the benefit of the Lenders as the same may be amended, restated or otherwise modified from time to time.

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

      “Register” is defined in Section 13.8(f) hereof.

      “Reimbursement Obligation(s)” shall mean the aggregate amount of all unreimbursed drawings under all Letters of Credit (excluding for the avoidance of doubt, reimbursement obligations that are deemed satisfied pursuant to a deemed disbursement under this Agreement).

      “Reinvest” or “Reinvestment” shall mean, with respect to any Net Cash Proceeds, received by any Person, the application of such monies to (i) repair, improve or replace any tangible personal (excluding Inventory) or real property of the Company and its Subsidiaries or any intellectual property reasonably necessary in order to use or benefit from any property or (ii) acquire any such property (excluding Inventory) to be used in the business of such Person.

      “Reinvestment Period” shall mean a 180-day period during which Reinvestment must be completed under Section 4.9(b) of this Agreement.

      “Reportable Event” shall mean a “reportable event” within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder, which is material to Company and its Subsidiaries, taken as a whole, the reporting of which has not been waived under such regulations.

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      “Request for Advance” shall mean a Request for Revolving Credit Advance, a Request for Swing Line Advance, a Request for Term Loan Advance, or any of them, as the context may indicate or otherwise require.

      “Request for Revolving Credit Advance” shall mean a request for Revolving Credit Advance issued by Company or by a Permitted Borrower and countersigned by Company under Section 2.3(c) hereof, as the case may be, in the form attached annexed hereto as Exhibit A-1, as such form may be amended or otherwise modified from time to time.

      “Request for Swing Line Advance” shall mean a request for Swing Line Advance issued by Company or by a Permitted Borrower and countersigned by Company under Section 2.5(c) hereof, in the form attached annexed hereto as Exhibit A-2, as such form may be amended or otherwise modified from time to time.

      “Request for Term Loan Advance” shall mean a request for Term Loan Advance issued by Company under Section 4.4 hereof, in the form attached annexed hereto as Exhibit K, as such form may be amended or otherwise modified from time to time.

      “Required Lenders” shall mean at any time (a) so long as the Revolving Credit Aggregate Commitment has not been terminated, Lenders holding more than 50.0% of the sum of (i) the Revolving Credit Aggregate Commitment plus (ii) the aggregate principal amount of Indebtedness then outstanding under the Term Loan and (b) if the Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), Lenders holding more than 50.0% of the aggregate principal amount then outstanding under the Revolving Credit and the Term Loan; provided that, for purposes of determining Required Lenders hereunder, the Letter of Credit Obligations and principal amount outstanding under the Swing Line shall be allocated among the Revolving Credit Lenders based on their respective Revolving Credit Percentages.

      “Required Revolving Credit Lenders” shall mean at any time (a) so long as the Revolving Credit Aggregate Commitment has not been terminated, the Revolving Credit Lenders holding more than 50.0% of the Revolving Credit Aggregate Commitment and (b) if the Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), Revolving Credit Lenders holding more than 50.0% of the aggregate principal amount then outstanding under the Revolving Credit; provided that, for purposes of determining Required Revolving Credit Lenders hereunder, the Letter of Credit Obligations and principal amount outstanding under the Swing Line shall be allocated among the Revolving Credit Lenders based on their respective Revolving Credit Percentages.

      “Required Term Loan Lenders” shall mean at any time with respect to the Term Loan, Term Loan Lenders holding more than 50.0% of the aggregate principal amount then outstanding under the Term Loan.

      “Restatement Date” shall mean the date on which all of the conditions precedent set forth in Sections 5.1 through 5.10 hereof have been satisfied, as evidenced by the closing certificate of Company.

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      “Revolving Credit” shall mean the revolving credit loans to be advanced to the Borrowers by Lenders pursuant to Section 2 hereof, in an aggregate amount (subject to the terms hereof), not to exceed, at any one time outstanding, the Revolving Credit Aggregate Commitment.

      “Revolving Credit Advance” or “Advance of the Revolving Credit” shall mean a borrowing requested by a Borrower and made by the Revolving Credit Lenders under Section 2.1 of this Agreement, including without limitation any readvance, refunding or conversion of such borrowing pursuant to Section 2.3 hereof and any deemed disbursement of an Advance in respect of a Letter of Credit under Section 3.6(a) hereof, and may include, subject to the terms hereof, Eurocurrency-based Advances and Prime-based Advances.

      “Revolving Credit Aggregate Commitment” shall mean Two Hundred Fifty Million Dollars ($250,000,000.00) subject to (i) any increases in the Revolving Credit Aggregate Commitment from time to time pursuant to Section 2.17 of this Agreement, by an amount not to exceed the Revolving Credit Optional Increase and (ii) reduction or termination under Section, 2.15, 2.16 or 9.2 hereof.

      “Revolving Credit Commitment Amount” shall mean with respect to any Revolving Credit Lender, (i) if the Revolving Credit Aggregate Commitment has not been terminated, the amount specified opposite such Revolving Credit Lender’s name in the column entitled “Revolving Credit Commitment Amount” on Schedule 1.1, as adjusted from time to time in accordance with the terms hereof; and (ii) if the Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), the amount equal to its Revolving Credit Percentage of the aggregate principal amount outstanding under the Revolving Credit (including the outstanding Letter of Credit Obligations and any outstanding Swing Line Advances).

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

      “Revolving Credit Lenders” shall mean the financial institutions from time to time parties hereto as lenders of the Revolving Credit.

      “Revolving Credit Maturity Date” shall mean the earlier to occur of (i) April 20, 2012, as such date may be extended from time to time pursuant to Section 2.16 hereof, and (ii) the date on which the Revolving Credit Aggregate Commitment shall be terminated pursuant to Section 2.15 or 9.2 hereof.

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

      “Revolving Credit Optional Increase” shall mean an amount up to Two Hundred Fifty Million Dollars ($250,000,000.00), minus the portions thereof applied from time to time under Section 2.16 hereof to increase the Revolving Credit Aggregate Commitment.

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      “Revolving Credit Percentage” means, with respect to any Revolving Credit Lender, the percentage specified opposite such Revolving Credit Lender’s name in the column entitled “Revolving Credit Percentage” on Schedule 1.1, as adjusted from time to time in accordance with the terms hereof.

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

      “Senior Debt” shall mean, with respect to Company and its Consolidated Subsidiaries, Total Debt, excluding Subordinated Debt.

      “Significant Domestic Subsidiary(ies)” shall mean, at any time the Domestic Permitted Borrowers and all Domestic Subsidiaries, whether existing as of the Restatement Date or created or acquired by Company thereafter, except any Subsidiary:

      “Significant Foreign Subsidiary(ies)” shall mean, at any time, the Foreign Permitted Borrowers and all Foreign Subsidiaries, whether existing as of the Restatement Date or created or acquired by Company thereafter, except any Subsidiary:

provided however that, notwithstanding the foregoing, none of the Israeli Subsidiaries shall be considered a Significant Foreign Subsidiary hereunder and none of the Subsidiaries the Equity Interests of which are not held directly by Company or any Domestic Subsidiary shall be considered a Significant Foreign Subsidiary hereunder.

      “Significant Subsidiary(ies)” shall mean the Significant Domestic Subsidiaries and the Significant Foreign Subsidiaries.

      “Siliconix” shall mean Siliconix Incorporated, a Delaware corporation.

      “Siliconix Technology” shall mean Siliconix Technology C.V., a company formed under the laws of The Netherlands.

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      “SPFV” shall mean a special purpose funding vehicle utilized by a Granting Lender pursuant to Section 13.8 hereof to fund all or any part of any Advance that such Lender would otherwise be obligated to fund under this Agreement.

      “Special Letters of Credit” shall mean letters of credit issued by Agent from time to time as an administrative convenience for the account of Company or its Subsidiaries on its own behalf and not on behalf (by risk participation or otherwise) of the other Lenders, in an aggregate undrawn amount at any time outstanding plus the aggregate amount of unpaid Reimbursement Obligations not to exceed the Letter of Credit Reserve in effect at such time, each such letter of credit being in an undrawn amount of less than $750,000.

      “Special Purpose Subsidiary” shall mean any wholly-owned direct or indirect Subsidiary of Company established for the sole purpose of conducting a Permitted Securitization and otherwise established and operated in accordance with customary industry practices.

      “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., its successors and assigns, and, if such organization shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by Agent.

      “Stockholder’s Equity” shall mean (i) legal capital (carried at the par or stated value thereof) consisting of common or preferred stock, (ii) paid-in capital to the extent of the excess over par or stated value paid for Equity Interests and that created by a corporate readjustment and (iii) retained earnings consisting of cumulative Net Income reduced by dividends declared or paid.

      “Subordinated Debt” shall mean all Debt of Company and its Subsidiaries which has been subordinated in right of payment and priority to the Indebtedness, in each case on terms and conditions reasonably satisfactory to Agent and the Required Lenders, including, without limitation, the Subordinated Debt existing on the Restatement Date and identified (as such) on Schedule 8.13 hereto.

      “Subsidiary(ies)” shall mean any corporation, association, joint stock company, limited liability company, partnership or business trust of which more than fifty percent (50%) of the outstanding voting Equity Interests are owned either directly or indirectly by Company or one or more of its Subsidiaries or by Company and one or more of its Subsidiaries, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by Company and/or its Subsidiaries.

      “Sweep Agreement” means any agreement relating to the “Sweep to Loan” automated system of Agent or any other cash management arrangement which Company and/or any Permitted Borrower and Agent have executed for the purposes of effecting the borrowing and repayment of Swing Line Advances.

      “Swing Line” shall mean the revolving credit loan to be advanced to any of the a Borrowers by Swing Line Lender pursuant to Section 2.5 hereof, in an aggregate amount (subject to the terms hereof) not to exceed, at any one time outstanding, the Swing Line Maximum Amount.

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      “Swing Line Advance” or “Advance of the Swing Line” shall mean a borrowing requested by Borrower and made by Swing Line Lender pursuant to Section 2.5 hereof and may include, subject to the terms hereof, Quoted Rate Advances and Prime-based Advances.

      “Swing Line Lender” shall mean Comerica Bank, and its successors and assigns.

      “Swing Line Maximum Amount” shall mean Forty Million Dollars ($40,000,000).

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

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

      “Term Loan” shall mean the term loan to be made to Borrower by the Term Loan Lenders pursuant to Section 4.1 hereof, in the aggregate principal amount of not more than One Hundred Twenty Five Million Dollars ($125,000,000).

      “Term Loan Advance” or “Advance of the Term Loan” shall mean the borrowing requested by the Company and made by the Term Loan Lenders pursuant to Sections 4.1 and 4.4 hereof, including without limitation any refunding or conversion of such borrowing pursuant to Section 4.4 hereof, and may include, subject to the terms hereof, Eurocurrency-based Advances and Prime-based Advances.

      “Term Loan Amount” shall mean with respect to any Term Loan Lender, the amount equal to its Term Loan Percentage of the aggregate principal amount outstanding under the Term Loan.

      “Term Loan Lenders” shall mean the financial institutions from time to time parties hereto as lenders of the Term Loan.

      “Term Loan Maturity Date” shall mean July 1, 2011.

      “Term Loan Notes” shall mean the term notes described in Section 4.2(e) hereof, made by Borrower to each of the Term Loan Lenders in the form attached hereto as Exhibit J, as such notes may be amended or supplemented from time to time, and any other notes issued in substitution, replacement or renewal thereof from time to time.

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      “Term Loan Percentage” shall mean with respect to any Term Loan Lender, the percentage specified opposite such Term Loan Lender’s name in the column entitled “Term Loan Percentage” on Schedule 1.1, as adjusted from time to time in accordance with the terms hereof.

      “Total Debt” shall mean, with respect to Company and its Consolidated Subsidiaries, as of any date of determination, the sum, without duplication, of (a) the aggregate outstanding principal amounts of (i) Advances outstanding as of such date and any Letter of Credit Obligations outstanding as of such date, (ii) all other Debt of Company and its Subsidiaries as of such date for borrowed money or which is evidenced by debentures, notes or other similar instruments, (iii) all other obligations of Company and its Subsidiaries as of such date to reimburse the issuers of letters of credit issued for their account for each payment made by such issuers under such letters of credit (iv) all capitalized lease obligations of Company and its Subsidiaries as of such date (v) all obligations of Company and its Subsidiaries under conditional sale or other title retention agreements relating to property or assets purchased and (vi) any Debt or off balance sheet obligations issued pursuant to a Securitization Transaction (whether by a Special Purpose Subsidiary or otherwise), all determined on a Consolidated basis.

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

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

      “Treaty on European Union” shall mean the Treaty of Maastricht (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), as amended by the Treaty of Amsterdam (which was signed on October 2, 1997 and came into force on May 1, 1999) and the Treaty of Nice (which was signed on February 26, 2001 and came into force on February 1, 2003).

      “USA Patriot Act” shall have the meaning set forth in Section 6.9.

      “Vishay Asia” shall mean Vishay Intertechnology Asia Ltd. Pte., a company organized under the laws of Singapore.

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

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

      “Vishay India” shall mean Vishay Components India Pvt Ltd., a company organized under the laws of India.

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

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      “Weighted Percentage” shall mean with respect to any Lender, its percentage share as set forth in Schedule 1.1, as such Schedule may be revised by the Agent from time to time, which percentage shall be calculated as follows:

      “Wholly Owned Subsidiary(ies)” shall mean any of Company’s direct or indirect Subsidiaries whose Equity Interests (other than directors’ or qualifying shares to the extent required under applicable law) are owned entirety by any other Wholly Owned Subsidiary and/or Company, and for the avoidance of doubt, shall include the Israeli Subsidiaries.

      1.2 Euro.

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      (b)       Payments .

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      2. REVOLVING CREDIT

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

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Date shall be entitled to request or maintain (or, in the case of any Eurocurrency-based Advance, maintain beyond any applicable Interest Period then in effect) an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder if it ceases to be a Wholly Owned Subsidiary of Company.

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

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

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     2.4 Disbursement of Advances.

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        2.5 (a) Swing Line Advances . Swing Line Lender may, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a “Swing Line Advance”) to any Borrower, from time to time on any Business Day during the period from

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the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and the Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Borrower to Swing Line Lender resulting from each Swing Line Advance of such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time. The entries made in such account or accounts of Swing Line Lender shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of such Borrower therein recorded; provided , however , that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of such Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to such Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable thereto (if any) and in the case of any Prime-based Advance, on the Revolving Credit Maturity Date.

      Each Borrower agrees that, upon the written request of Swing Line Lender (with a copy concurrently delivered to Agent) it will execute and deliver to Swing Line Lender Swing Line Notes executed by it provided, that the delivery of such Swing Line Notes shall not be a condition precedent to the Restatement Date.

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

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

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

      2.9 Interest on Default . In the event and so long as any Event of Default shall exist after giving effect to any applicable grace or cure periods, in the case of any Event of Default under Sections 9.1(a), 9.1(b) or 9.1(j), immediately upon the occurrence thereof (and without the requirement of any notice or demand), in the case of all other Events of Default, upon written notice from the Required Revolving Credit Lenders, interest shall be payable daily (a) on all Eurocurrency-based Advances of the Revolving Credit, Swing Line Advances carried at the Eurocurrency-based Rate and Quoted Rate Advances from time to time outstanding at a per annum rate equal to the Applicable Interest Rate plus three percent (3%) for the remainder of the then existing Interest Period, if any, (b) with respect to Prime-based Advances from time to time outstanding, at a per annum rate equal to the Prime-based Rate plus three percent (3%), and (c) with respect to Eurocurrency-based Advances thereof in any Alternative Currency from time to time outstanding, (i) at a per annum rate calculated by Agent, whose determination shall be conclusive absent manifest error, on a daily basis, equal to three percent (3%) above the interest rate per annum at which one (1) day deposits (or, if such amount due remains unpaid for more than three (3) Business Days, then for such other period of time as Agent may elect which shall in no event be longer than six (6) months) in the relevant eurocurrency in the amount of such overdue payment due to Agent are offered by Agent’s Eurocurrency Lending Office for the applicable period determined as provided above, or (ii) if at any such time such deposits are not offered by the Eurocurrency Lending Office, then at a rate per annum equal to three percent (3%) above the rate determined by Agent to be its aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance) of carrying the amount of such Eurocurrency-based Advance.

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

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

      2.13 Revolving Credit Facility Fee . From the Restatement Date to the Revolving Credit Maturity Date, the Company and the Domestic Permitted Borrowers shall pay to Agent, for distribution to Revolving Credit Lenders (as set forth below), a Revolving Credit Facility Fee determined by multiplying the Applicable Fee Percentage per annum times the Revolving Credit Aggregate Commitment then applicable under Section 2.15 hereof (whether used or unused) then in effect computed on a daily basis. The Revolving Credit Facility Fee shall be payable quarterly in arrears commencing July 1, 2007 (in respect of the prior calendar quarter or portion thereof), and on the first day of each calendar quarter thereafter and on the Revolving Credit Maturity Date, and shall be computed on the basis of a year of three hundred sixty (360) days and assessed for the actual number of days elapsed. Whenever any payment of the Revolving Credit Facility Fee shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next Business Day. Upon receipt of such payment Agent shall make prompt payment to each Revolving Credit Lender of its share of the Revolving Credit Facility Fee based upon its respective Revolving Credit Percentage.

      2.14 Currency Appreciation; Mandatory Reduction of Indebtedness.

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

      2.15 Optional Reduction or Termination of Revolving Credit Aggregate Commitment . Provided that no Default or Event of Default has occurred and is continuing, Company may upon at least five (5) Business Days’ prior written notice to Agent, permanently reduce the Revolving

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Credit Aggregate Commitment in whole at any time, or in part from time to time, without premium or penalty, provided that: (i) each partial reduction of the Revolving Credit Aggregate Commitment shall be in an aggregate amount equal to Twenty Million Dollars ($20,000,000) or a larger integral multiple of One Million Dollars ($1,000,000); (ii) each reduction shall be accompanied by the payment of the Revolving Credit Facility Fee, if any, accrued to the date of such reduction; (iii) Company or any Permitted Borrower, as applicable, shall prepay in accordance with the terms hereof the amount, if any, by which the aggregate unpaid principal amount of Advances (using the Current Dollar Equivalent of any such Advance outstanding in any Alternative Currency) of the Revolving Credit, plus the aggregate principal amount of Swing Line Advances outstanding hereunder (using the Current Dollar Equivalent of any such Advance outstanding in an Alternative Currency), plus the aggregate undrawn amount of outstanding Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency), plus the unreimbursed amount of any draws under any Letters of Credit (determined as aforesaid), exceeds the amount of the Revolving Credit Aggregate Commitment as so reduced, together with interest thereon to the date of prepayment; (iv) if the termination or reduction of the Revolving Credit Aggregate Commitment requires the prepayment of a Eurocurrency-based Advance or a Quoted Rate Advance, the termination or reduction may be made only on the last Business Day of the then current Interest Period applicable to such Eurocurrency-based Advance or such Quoted Rate Advance; and (v) no reduction shall reduce the Revolving Credit Aggregate Commitment to an amount which is less than the aggregate undrawn amount of any Letters of Credit outstanding at such time. Reductions of the Revolving Credit Aggregate Commitment and any accompanying prepayments of Advances of the Revolving Credit shall be distributed by Agent to each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Revolving Credit Percentage thereof, and will not be available for reinstatement by or readvance to Company or any Permitted Borrower, and any accompanying prepayments of Advances of the Swing Line shall be distributed by Agent to Swing Line Lender and will not be available for reinstatement by or readvance to Company. Any reductions of the Revolving Credit Aggregate Commitment hereunder shall reduce each Revolving Credit Lender’s portion thereof proportionately (based on the applicable Revolving Credit Percentages), and shall be permanent and irrevocable. Any payments made pursuant to this Section shall be applied first to outstanding Prime-based Advances under the Revolving Credit, next to Swing Line Advances carried at the Prime-based Rate, next to Eurocurrency-based Advances of the Revolving Credit and then to Swing Line Advances carried at the Eurocurrency-based Rate or the Quoted Rate.

      2.16 Extensions of Revolving Credit Maturity Date . (a) Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Revolving Credit Lender (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Revolving Credit Lender) prior to April 30 but not before March 31st of each year, request that Revolving Credit Lenders extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect (such request, a “Request”).

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      2.17 Revolving Credit Optional Increase . Provided that no Default or Event of Default has occurred and is continuing, and provided that the Borrowers have not previously elected to terminate the Revolving Credit Aggregate Commitment, Borrowers may request that the Revolving Credit Aggregate Commitment be increased in an aggregate amount (for all such Requests under this Section 2.17 not to exceed the Revolving Credit Optional Increase, subject, in each case, to the other terms and requirements of this Agreement and to the satisfaction concurrently with or prior to the date of each such request of the following conditions:

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