PERMITTED BORROWER ADDENDUM
(XXXXXX Verwaltungsgesellschaft GmbH)
THIS PERMITTED BORROWER ADDENDUM is dated as of March 2, 1998 by Xxxxxx
Verwaltungsgesellschaft GmbH, a company organized under the laws of the Federal
Republic of Germany ("New Permitted Borrower").
WHEREAS, the New Permitted Borrower is a Foreign Significant Subsidiary
of Vishay Intertechnology, Inc. (the "Company"); and
WHEREAS, the New Permitted Borrower desires to become a party to that
certain Vishay Intertechnology, Inc. Long Term Revolving Credit Agreement dated
as of March 2, 1998 (as amended or otherwise modified from time to time, the
"Credit Agreement") by and among the Company, the Permitted Borrowers signatory
thereto (by execution and delivery of the Credit Agreement or of a Permitted
Borrower Addendum), the Lenders signatory thereto and Comerica Bank, as
Administrative Agent for the Lenders (in such capacity, "Agent"), and to receive
all the benefits of and to become subject to the obligations thereof; and
WHEREAS, pursuant to Section 2.1 or 7.16, as the case may be, of the
Credit Agreement, the New Permitted Borrower must execute and deliver a
Permitted Borrower Addendum in accordance with the Credit Agreement.
NOW, THEREFORE, in consideration of the benefits to be derived by the
Permitted Borrower under the Credit Agreement and other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the New Permitted
Borrower agrees as follows:
1. Capitalized terms used in the opening paragraph, the recitals and as
otherwise used herein and not defined have the same meanings assigned to such
terms in the Credit Agreement.
2. Upon its execution, this Addendum is made a part of the Credit
Agreement for all purposes, and the New Permitted Borrower shall be and become a
party to the Credit Agreement and shall without any further actions or
conditions have all the rights and become subject to all the obligations of a
Permitted Borrower thereunder.
3. The New Permitted Borrower (a) represents and warrants that it is
legally authorized to enter into this Addendum, (b) confirms that it has
received copies of the Credit Agreement, the other Loan Documents and all
related documents, and that on the basis of its review and analysis of this
information has decided to enter into this Permitted Borrower Addendum, (c)
confirms that it is a Subsidiary of Company, (d) adopts by reference thereto all
of the representations and warranties applicable to it as set forth in the
Credit Agreement as fully and with the same force and effect as though each such
representation and warranty were set forth in its entirety in the Permitted
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Borrower Addendum confirms and agrees that it shall perform each and every
covenant applicable to it as a Permitted Borrower as provided in the Credit
Agreement and that it will at all times be in compliance with the terms of the
Credit Agreement, the other Loan Documents and all of the obligations and
covenants set forth therein to the same extent as though each and every such
agreement and covenant were set forth in their entirety in this Permitted
Borrower Addendum required to be performed by it as a Permitted Borrower
thereunder.
4. New Permitted Borrower shall be considered, and deemed to be, for
all purposes of the Credit Agreement and the other Loan Documents, a Permitted
Borrower under the Credit Agreement as fully as though New Permitted Borrower
had executed and delivered the Credit Agreement at the time originally executed
and delivered by the Company and hereby ratifies and confirms its obligations
under the Credit Agreement and the other Loan Documents, all in accordance with
the terms thereof.
5. New Permitted Borrower shall concurrently herewith execute and
deliver the applicable Guaranty and (if applicable) a Pledge Agreement.
6. No Default or Event of Default (each such term being defined in the
Credit Agreement) has occurred and is continuing under the Credit Agreement.
7. This Permitted Borrower Addendum shall not become effective until
the New Permitted Borrower has complied with all of the terms and conditions of
Section 2.1 or 7.16 of the Credit Agreement, as the case may be.
8. This Permitted Borrower Addendum shall be governed by the laws of
the State of Michigan and shall be binding upon New Permitted Borrower and its
successors and assigns.
* * *
[SIGNATURES FOLLOW ON SUCCEEDING PAGES]
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IN WITNESS WHEREOF, the undersigned New Permitted Borrower has executed
and delivered this Permitted Borrower Addendum as of the date first above
written.
XXXXXX VERWALTUNGSGESELLSCHAFT GMBH
By: /s/ Avi D. Eden
--------------------
Avi D. Eden
Its: Managing Director
Acknowledged and approved as of date
first set forth above
COMERICA BANK, as Agent
By: /s/ Xxx X. Xxxxx
----------------
Xxx X. Xxxxx
Its: Vice President
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