Exhibit 10.18
AMENDMENT NO. 1
dated June 25, 2003
TO
INTERCOMPANY LOAN AGREEMENT
dated December 26, 2002
between
Vishay Intertechnology, Inc., a Delaware corporation ("Vishay"), as
borrower, and Siliconix Incorporated, a Delaware corporation ("Siliconix"), as
lender.
ARTICLE I.
DEFINITIONS
The term "Agreement" refers to the original Intercompany Loan Agreement.
The term "Amendment" refers to this Amendment No. 1.
Terms used in this Amendment and not defined have the meanings assigned in
the original Intercompany Loan Agreement.
ARTICLE II.
AMENDMENT
Sections 2.01(a) and 3.07 of the Agreement are added, amended and restated
in their entirety as follows:
2.01 (a) Term. A Loan shall have a term of five (5)
Business Days from the date the Loan is made. Loans shall not be
outstanding for more than twenty (20) Business Days in the aggregate
during any fiscal year of Siliconix. If for any reason any payment
hereunder or under any Note shall become due on a day other than a
Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be
included in the computation of interest due upon payment.
3.07 Representations and Warranties. At the time each Loan
is made, Vishay shall represent and warrant to Siliconix in writing
that:
1. Neither the making of nor the repayment of the Loan
will occur at a time when Vishay is insolvent, and will not cause
Vishay to become insolvent as a result thereof.
2. The Loan is the ordinary course of Vishay's financial
affairs related to its cash management practices.
3. Vishay is paying its debts as they become due.
4. Nothing under the XXXXx arrangement presents any risk
of insolvency or liquidity problems to Vishay and its creditors.
5. The Loan is in the best interests of Vishay's
creditors.
Exhibit A is amended and restated in its entirety as attached herto.
ARTICLE III.
MISCELLANEOUS
Except as otherwise provided in this Amendment, the terms and
provisions of the Agreement remain in full force and effect.
The provisions of Article VI of the Agreement apply to this Amendment
mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
VISHAY INTERTECHNOLOGY INC.
By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
SILICONIX INCORPORATED
By /s/ King Owyang
------------------------------
Name: King Owyang
Title: President and Chief
Financial Officer
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EXHIBIT A
PROMISSORY NOTE
Up to a maximum of U.S. $100,000,000 Dated:
FOR VALUE RECEIVED, the undersigned, Vishay Intertechnology, Inc., a
Delaware corporation ("Vishay"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the
order of Siliconix INCORPORATED ("Siliconix"), in accordance with the terms of
that certain Intercompany Loan Agreement, dated December 26, 2002, by and
between Siliconix and Vishay (the "Intercompany Loan Agreement"), the principal
sum of up to U.S. one hundred million dollars ($100,000,000), in the aggregate,
or the unpaid principal amount of each loan made to the undersigned by Siliconix
and outstanding under this Note at the maturity date thereof, which shall be
five (5) business days after the date of making of such loan, but in no event
later than January 2, 2005.
The principal amount due hereunder shall bear interest from the date
of this Note at the interest rate in effect form time to time, as specified in
the Intercompany Loan Agreement, for the actual number of days such amount (or
any portion thereof) is actually outstanding based on a 360-day year.
Payments of interest shall be made as provided in the Intercompany
Loan Agreement.
Both principal and interest are payable in lawful money of the United
States of America, in same day funds. Any Loan made by Siliconix to Vishay
pursuant to the Intercompany Loan Agreement, and all payments made on account of
the principal amount thereof, shall be recorded by Siliconix. Defaulted interest
shall be paid in accordance with the terms of the Intercompany Loan Agreement.
The Intercompany Loan Agreement, among other things, provides for the
making of Loans by Siliconix to Vishay from time to time in an aggregate amount
approved by Siliconix, the indebtedness of Vishay resulting from each such Loan
being evidenced by this Note or a promissory note substantially similar to this
Note.
Vishay hereby irrevocably waives presentment, demand, notice,
protest, notice of nonpayment, notice of protest and all other notices, demands
or conditions precedent in connection with the delivery, acceptance,
performance, collection and/or enforcement of this Note.
All payments on or with respect of this Note shall be made without
set-off or counterclaim and free and clear of and without deduction of any kind
or conditions of any nature.
This Note and the obligations of Vishay hereunder shall be governed
by and in accordance with the internal laws of the State of New York applicable
to contracts made and to be performed entirely in such State.
VISHAY INTERTECHNOLOGY, INC.
By ___________________________
Name:
Title:
