	March 31, 2012		December 31, 2011

Credit facility	$	145,000	$	155,000
Exchangeable unsecured notes, due 2102		95,042		95,042
Convertible senior debentures, due 2040		98,766		98,463
Convertible senior debentures, due 2041		50,678		50,549
		389,486		399,054
Less current portion		-		-
	$	389,486	$	399,054

On May 13, 2011, Vishay issued $150,000 principal amount of 2.25% convertible senior debentures due 2041 to qualified institutional investors. GAAP requires an issuer to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods.

The carrying values of the liability and equity components of the convertible debentures due 2041 are reflected in the Company’s consolidated condensed balance sheets as follows:

	March 31, 2012			December 31, 2011
Liability component:
Principal amount of the debentures	$	150,000		$	150,000
Unamortized discount		(99,639	)		(99,843	)
Embedded derivative		317			392
Carrying value of liability component	$	50,678		$	50,549

Equity component - net carrying value	$	62,246		$	62,246

Interest is payable on the debentures semi-annually at a rate of 2.25% per annum; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate of 8.375% based on the Company’s estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, beginning on May 15, 2021, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances.

	Fiscal quarter ended
	March 31, 2012
Contractual coupon interest	$	844
Non-cash amortization of debt discount		204
Non-cash amortization of deferred financing costs		12
Non-cash change in value of derivative liability		(75	)
Total interest expense related to the debentures	$	985

Prior to February 15, 2041, the holders may only convert their debentures under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending October 1, 2011 if the sale price of Vishay common stock reaches 130% of the conversion price (currently, $24.73) for a specified period; (2) the trading price of the debentures falls below 98% of the product of the sale price of Vishay’s common stock and the conversion rate for a specified period; (3) Vishay calls any or all of the debentures for redemption, at any time prior to the close of business on the third scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. None of these conditions had occurred as of March 31, 2012.

The debentures are initially convertible, subject to certain conditions, into cash, shares of Vishay’s common stock or a combination thereof, at Vishay’s option, at an initial conversion rate of 52.5659 shares of common stock per $1,000 principal amount of debentures. This represents an initial effective conversion price of approximately $19.02 per share. This initial conversion price represents a premium of 12.5% to the closing price of Vishay’s common stock on the date the offering commenced, which was $16.91 per share. At the direction of its Board of Directors, Vishay intends, upon conversion, to repay the principal amount of the debentures in cash and settle any additional amounts in shares. Vishay must provide additional shares upon conversion if there is a “fundamental change” in the business as defined in the indenture governing the debentures.

Vishay may not redeem the debentures prior to May 20, 2021, except in connection with certain tax-related events. On or after May 20, 2021 and prior to the maturity date, Vishay may redeem for cash all or part of the debentures at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of Vishay’s common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period prior to the date on which Vishay provides notice of redemption.

On November 9, 2010, Vishay issued $275,000 principal amount of 2.25% convertible senior debentures due 2040 to qualified institutional investors. GAAP requires an issuer to separately account for the liability and equity components of a convertible debt instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods.

The carrying values of the liability and equity components of the convertible debentures due 2040 are reflected in the Company’s consolidated condensed balance sheets as follows:

	March 31, 2012			December 31, 2011
Liability component:
Principal amount of the debentures	$	275,000		$	275,000
Unamortized discount		(176,724	)		(177,131	)
Embedded derivative		490			594
Carrying value of liability component	$	98,766		$	98,463

Equity component - net carrying value	$	110,094		$	110,094

Interest is payable on the debentures semi-annually at a rate of 2.25% per annum; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate of 8.00% based on the Company’s estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, beginning on November 15, 2020, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances.

	Fiscal quarters ended
	March 31, 2012			April 2, 2011
Contractual coupon interest	$	1,547		$	1,547
Non-cash amortization of debt discount		407			376
Non-cash amortization of deferred financing costs		22			22
Non-cash change in value of derivative liability		(104	)		(61	)
Total interest expense related to the debentures	$	1,872		$	1,884

On April 3, 2012, Vishay amended its credit agreement and entered into an incremental facility agreement that increases the total credit facility commitment from $450,000 to $528,000. The incremental revolving commitments have terms and conditions identical to the terms and conditions of the existing commitments under the credit facility. The other terms and conditions of the credit facility were unchanged. Vishay paid an amendment fee of $390 to complete this amendment. Other significant terms and conditions of the credit agreement have not been changed. The credit agreement, as amended, will expire on December 1, 2015.