Exhibit 10.4


 


FOURTH
AMENDMENT TO CREDIT AGREEMENT


 





 



 


This
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2021, is made by
and between Wireless Telecom Group, Inc., a New Jersey corporation (the “Borrower”), the Borrower’s subsidiaries
set forth on the signature page hereto (the “Guarantors”) and Muzinich BDC, Inc. (the “Lender”).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement (defined below).


 


WHEREAS,
the Borrower, the Guarantors and the Lender are parties to that certain Credit Agreement dated as of February 7, 2020 (as amended, restated,
or otherwise modified from time to time, the “Loan Agreement”);


 


WHEREAS,
the Borrower has requested that certain amendments be made to the Loan Agreement as more fully described herein; and


 


WHEREAS,
the Lender has agreed to such amendments on the terms and conditions set forth herein.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to
amend the Loan Agreement as follows:


 


1.
Amendments to the Loan Agreement.


 


		(a)	Section
                                            1.01 of the Loan Agreement is hereby amended by deleting the table set forth in the definition
                                            of Applicable Rate and replacing it with the following:



 


	Consolidated EBITDA, less
 UK R&D Tax Credit
	 	Applicable Rate	 
	≤ $4,000,000	 	 	8.75	%
	> $4,000,000, but ≤ $6,300,000	 	 	8.00	%
	> $6,300,000	 	 	7.25	%



 


		(b)	Section
                                            1.01 of the Loan Agreement is hereby amended by adding the following at the end of the definition
                                            of Consolidated Interest Charges in such section:



 


Notwithstanding
the foregoing, for purposes of determining interest pursuant to clause (a) above for any period ending on September 30,
2021, December 31, 2021, March 31, 2022 and June 30, 2022, the Lender shall treat the Fourth Amendment Prepayment as being made on October
1, 2020.


 


		(c)	Section
                                            1.01 of the Loan Agreement is hereby amended by adding the following terms thereto in the
                                            correct alphabetic order:



 


“Fourth
Amendment Prepayment” means the prepayment of the outstanding principal amount of the Loan made on September 28,
2021, in the amount of $3,700,000.


 




    	Page 1



    	 



    

 


		(d)	Section
                                            7.11(c) of the Loan Agreement is hereby amended by adding the following at the end of such
                                            section:



 


Notwithstanding
the foregoing, the Loan Parties shall not be required to comply with the covenant set forth in this Section 7.11(c) for
the period commencing on September 28, 2021 and ending on March 31, 2022, which period shall be subject to extension with the
consent of the Lender. For the avoidance of doubt, the proviso in Section 7.02(c) and the exception thereto shall otherwise
continue to apply (except for the requirement to comply with this Section 7.11(c)).


 


2.
Amendments to Other Loan Documents. All references in the Loan Documents to the Loan Agreement shall
henceforth include references to such agreement as modified and amended hereby, and as may, from time to time, be further amended, modified,
extended, renewed, or increased. 


 


3.
Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions
precedent.


 


(a)
The Lender shall have received duly executed counterparts of this Amendment.


 


(b)
The Lender shall have received a prepayment of the outstanding principal amount of the Loan in an amount equal to $3,700,000, together
with the Prepayment Premium with respect thereto.


 


(c)
After giving effect to this Amendment, no Default or Event of Default shall exist or would result from the execution of this Amendment.


 


(c)
After giving effect to this Amendment, each of the representations and warranties made by the Loan Parties in or pursuant to the Loan
Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made on
and as of such date, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct
in all material respects as of such earlier date.


 


4.
Representations and Warranties. As of the date hereof, each of the Borrower and the Guarantors hereby
represents and follows:


 


(a)
Each of the Borrower and the Guarantors has the power and authority and the legal right, to execute, deliver and perform this Amendment
and has taken all necessary action to authorize the Loan Agreement as modified by this Amendment and to authorize the execution, delivery
and performance of the Loan Documents to which it is a party. The execution, delivery and performance of this Amendment will not violate
any applicable Laws or any Contractual Obligation of the Loan Parties.


 


(b)
Each of the Borrower and the Guarantors represents and warrants that each of the representations and warranties contained in Section
5 of the Loan Agreement are true and correct in all material respects on and as of the date hereof, except to the extent the same expressly
relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.


 


5.
Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and
words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting
provisions, (c) this Amendment shall be governed by, and construed in accordance with, the law of the State of New York and subject,
for all purposes, to Section 10.13 and 10.14 of the Loan Agreement, (d) if any part of this Amendment is for any reason found to be unenforceable,
all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts with the
same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute
the same document.


 






    	Page 2



    	 



    

 


Each
of the Borrower and the Guarantors, by execution of a copy hereof, releases, discharges and acquits forever the Lender and its officers,
trustees, agents, employees and counsel (in each case, past, present or future) from any and all liabilities, claims, defenses, demands,
actions, causes of action, judgments, deficiencies, interest, liens, costs, or expenses (including, without limitation, court costs,
penalties, attorneys’ fees and disbursements and amounts paid in settlement) of any kind and character whatsoever, including claims
for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether
now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents,
underwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise, with respect to this Amendment, the
Loan Agreement or any other Loan Document and the transactions arising or contemplated hereunder or thereunder, existing as of or arising
on or prior to the date hereof.


 


6.
ENTIRETIES. THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


7.
Parties. This Amendment shall be binding upon and inure to the benefit of the Lender and the Loan Parties,
and their respective successors and assigns, except that the Loan Parties may not assign or transfer any of their respective rights or
obligations hereunder without the prior written consent of the Lender.


 


8.
Loan Document. Each party hereto acknowledges and agrees that this Amendment shall be a Loan Document.


 


[Signature
pages follow]


 




    	Page 3



    	 



    

 


IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date and year first written above.


 


BORROWER:






WIRELESS
TELECOM GROUP, INC.


 


	By:	/s/ Michael Kandell 	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 



 


GUaRANTORS:


 







MICROLAB/FXR LLC




 


	By:	/s/ Michael Kandell 	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 



 


	BOONTON ELECTRONICS CORPORATION
	 	 	 



 


	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	

                                                                      

                                                                     COMMAGILITY
LIMITED




 


	By:	/s/
    Michael Kandell                                	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 

                                                                     WIRELESS TELECOMMUNICATIONS GROUP, LTD

                                                                      

	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	HOLZWORTH INSTRUMENTATION, INC.

                                                                      

	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 


 


[Additional
signature page follows]


 




    	Signature Page to Fourth Amendment to Credit Agreement 




    	 



    

 


LENDER:


 


MUZINICH
BDC, INC.


	 	 	 
	By:	/s/
    Jeffrey Youle	 
	Name:	Jeffrey
    Youle	 
	Title:	CEO	 


 




    	Signature Page to Fourth Amendment to Credit Agreement