Unassociated Document


    
      FIRST
        AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

      


      THIS
        FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (hereinafter
        referred to as this “First
        Amendment”)
        is
        made as of the 30th
        day of
        April, 2008, by and among

      


      BEL
        FUSE INC., a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the State of New Jersey, having an address located at 206 Van Vorst Street,
        Jersey City, New Jersey 07302 (hereinafter
        referred to as the “Borrower”),

      


      AND

      


      BEL
        VENTURES INC.,
        a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the State of Delaware,
        having
        an
        address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
        New
        Jersey 07302 (hereinafter referred to as “Bel
        Ventures”),

      


      AND

      


      BEL
        POWER INC.,
        a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the State of Massachusetts,
        having
        an
        address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
        New
        Jersey 07302 (hereinafter referred to as “Bel
        Power”),

      


      AND

      


      BEL
        TRANSFORMER INC.,
        a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the State of Delaware,
        having
        an
        address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
        New
        Jersey 07302 (hereinafter referred to as “Bel
        Transformer”),

      


      AND

      


      BEL
        CONNECTOR INC.,
        a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the State of Delaware,
        having
        an
        address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
        New
        Jersey 07302 (hereinafter referred to as “Bel
        Connector”
and
        hereinafter, Bel Ventures, Bel Power, Bel Transformer, and Bel Connector
        shall
        be collectively referred to as the “Guarantors”)

      


      AND

      


      BANK
        OF AMERICA, NATIONAL ASSOCIATION,
        a
        national banking association duly organized and validly existing under the
        laws
        of the United States of America, having an office located at 750 Walnut Avenue,
        Cranford, New Jersey 07016 (hereinafter referred to as the “Lender”).

      


      W
        I T N E S S E T H :

      


      WHEREAS,
        pursuant to the terms, conditions, and provisions of that certain Credit
        and
        Guaranty Agreement dated February 12, 2007, executed by and among the Borrower,
        the Lender, Bel Power Products Inc., a Delaware corporation (hereinafter
        referred to as “Bel
        Power Products”),
        and
        the Guarantors (hereinafter referred to as the “Loan
        Agreement”),
        (i)
        the Lender made available to the Borrower an unsecured revolving credit loan
        facility in the maximum principal amount of up to Twenty Million and 00/100
        ($20,000,000.00) Dollars for working capital purposes, capital expenditures,
        and
        other lawful corporate purposes
        of the
        Borrower (hereinafter
        referred to as the “Revolving
        Credit Facility”)
        and
        (ii) each Guarantor and Bel Power Products, as an original guarantor,
        absolutely, irrevocably and unconditionally guarantied the full and prompt
        payment when due (whether at stated maturity, by acceleration or otherwise)
        of
        the “Borrower Obligations” (as such term is defined in the Loan Agreement); and


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      WHEREAS,
        the
        Revolving Credit Facility is evidenced by that certain Revolving Credit Loan
        Note dated February 12, 2007, executed by the Borrower, as maker, in favor
        of
        the Lender, as payee (hereinafter referred to as the “Revolving
        Credit Loan Note”),
        in
        the maximum principal amount of up to $20,000,000.00; and 

      


      WHEREAS,
        Bel
        Power Products has merged with and into Bel Power, with Bel Power being the
        surviving entity, as evidenced by (i) those certain Articles of Merger Involving
        Domestic Corporations, Foreign Corporations or Foreign Other Entities dated
        July
        6, 2006 and filed with the Office of the Secretary of the Commonwealth of
        Massachusetts on September 1, 2006 and (ii) that certain Certificate of Merger
        dated January 10, 2008 and filed with the Secretary of State of the State
        of
        Delaware on January 22, 2008; and

      


      WHEREAS,
        the
        Borrower, the Guarantors, and the Lender have agreed to amend the Loan Agreement
        pursuant to the terms, conditions, and provisions of this First Amendment
        for
        the purposes more fully set forth and described herein; and

      


      WHEREAS,
        defined
        terms used but not expressly defined herein shall have the same meanings
        when
        used herein as set forth in the Loan Agreement.

      


      NOW,
        THEREFORE,
        intending to be legally bound hereby the Borrower, the Guarantors, and the
        Lender hereby promise, covenant, and agree as follows: 

      


      1. Loan
        Agreement.
        The
        Loan Agreement is amended and modified by this First Amendment as
        follows:

      


      (i) The
        existing definition of “Combined
        Current Ratio”
in
        Section
        1.1
        of the
        Loan Agreement is hereby deleted in its entirety and the following new material
        is hereby inserted in its place and stead:

      


      
        	 	 	
                “Intentionally
                  Deleted.”

              


      

      


      (ii) The
        existing definition of “Consolidated
        Net Worth”
in
        Section
        1.1
        of the
        Loan Agreement is hereby deleted in its entirety and the following new material
        is hereby inserted in its place and stead:

      


      “Intentionally
        Deleted.”

      


      (iii) The
        existing definition of “Loan Documents” in Section
        1.1
        of the
        Loan Agreement is hereby deleted in its entirety and the following new
        definition of “Loan Documents” is hereby inserted in its place and
        stead:

       

      
        
          
          

        

        
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      ““Loan
        Documents”
means,
        collectively, this Agreement, the Note, the First Amendment, each Secured
        Hedging Agreement and all other agreements, instruments and documents executed
        or delivered in connection herewith.”

       

      (iv) The
        existing definition of “Revolving
        Maturity Date”
in
        Section
        1.1
        of the
        Loan Agreement is hereby deleted in its entirety and the following new
        definition of “Revolving
        Maturity Date”
is
        hereby inserted in its place and stead:

      


      
        	 	 	
                ““Revolving
                  Maturity Date”
                  means June 30, 2011, or such earlier date on which the Revolving
                  Loans
                  shall become due and payable, whether by acceleration or
                  otherwise.”

              


      

      


      (v) The
        following new definitions are hereby inserted into Section
        1.1
        of the
        Loan Agreement in their respective proper places:

      


      ““Consolidated
        Tangible Net Worth”
means,
        at any date of determination, the sum of (i) all amounts which would be included
        under “stockholder’s equity” or any analogous entry on a consolidated balance
        sheet of the Borrower and the Subsidiaries determined in accordance with
        GAAP as
        of such date, minus (ii)
        all
        intangible assets (i.e., such assets that are considered to be intangible
        assets
        under GAAP, including, without limitation, customer lists, goodwill, computer
        software, copyrights, trade names, trademarks, patents, franchises, licenses,
        unamortized deferred charges, unamortized debt discount, and capitalized
        research and development costs) of the Borrower and the Subsidiaries determined
        in accordance with GAAP as of such date of determination, plus
        (iii) to
        the extent deducted from such stockholder’s equity, the aggregate amount (not to
        exceed $60,000,000.00 in the aggregate) of stock repurchases made by the
        Borrower pursuant to Section
        7.7(d)
        hereof.”


      


      ““First
        Amendment”
shall
        mean that certain First Amendment to Credit and Guaranty Agreement dated
        as of
        April 30, 2008 executed by and among the Borrower, the Lender, and the then
        current Subsidiary Guarantors as of the date of such First Amendment to Credit
        and Guaranty Agreement, pursuant to which the parties thereto amended and
        modified the terms, conditions, and provisions of this Agreement.” 

      


      (vi) Section
        7.4(e)
        of the
        Loan Agreement is hereby deleted in its entirety and the following new
Section
        7.4(e)
        is
        hereby inserted in its place and stead:

      


      “(e) other
        Investments in marketable securities (other than Cash Equivalents) in an
        amount
        not in excess of 10% of Consolidated Tangible Net Worth; provided,
        however,
        that
        after giving effect to any Investment described in this Section
        7.4(e),
        Margin
        Stock shall constitute less than 25% of the consolidated assets (as determined
        by any reasonable method) of the Borrower and the Subsidiaries;”.

       

      
        
          
          

        

        
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      (vii) Section
        7.14(a)
        of the
        Loan Agreement is hereby deleted in its entirety and the following new
Section
        7.14(a)
        is
        hereby inserted in its place and stead:

      


      “(a) Minimum
        Consolidated Tangible Net Worth.
        The
        Borrower shall not permit its Consolidated Tangible Net Worth to be less
        than,
        as of the last day of any fiscal quarter, an amount equal to $190,000,000.00
        plus the sum for each fiscal quarter ending after December 31, 2007 of 50%
        of
        the net income, if positive, of the Borrower and its Subsidiaries on a
        consolidated basis for each such fiscal quarter plus
        an
        amount equal to 75% of the net proceeds of any issuance of equity by the
        Borrower.” 

      


      (viii) Section
        7.14(d)
        of the
        Loan Agreement is hereby deleted in its entirety and the following new
Section
        7.14(d)
        is
        hereby inserted in its place and stead:

      


      “Intentionally
        Deleted.”

      


      (ix) Any
        and
        all references to the “Loan Agreement” shall be amended and modified to refer to
        the Loan Agreement as amended and modified by this First Amendment.

      


      2. Remaking
        of Representations and Warranties.
        All
        representations and warranties contained in the Loan Agreement, as amended
        and
        modified by this First Amendment, and all of the other Loan Documents, are
        true,
        accurate, and complete as of the date hereof and shall be deemed continuing
        representations and warranties so long as the Revolving Credit Facility shall
        remain outstanding.

      


      3. No
        Amendment of Other Terms.
        All
        other terms and conditions of the Loan Agreement, as amended and modified
        by
        this First Amendment, the Revolving Credit Loan Note, and all of the other
        Loan
        Documents remain in full force and effect, except as amended and modified
        herein, and the parties hereto hereby expressly confirm and reaffirm all
        of
        their respective liabilities, obligations, duties and responsibilities under
        and
        pursuant to the Loan Agreement, the Revolving Credit Loan Note, and all of
        the
        other Loan Documents.

      


      4. Further
        Agreements and Representations.
        The
        Borrower and the Guarantors do hereby (i) ratify, confirm and acknowledge
        that
        the Loan Agreement, as amended and modified by this First Amendment, the
        Revolving Credit Loan Note, and all other Loan Documents continue to be valid,
        binding and in full force and effect; (ii) acknowledge and agree that, as
        of the
        date hereof, the Borrower has no defense, set-off, counterclaim or challenge
        against the payment of any sums due and owing to the Lender or the enforcement
        of any of the terms of the Loan Agreement and/or any of the other Loan
        Documents; (iii) acknowledge and agree that all representations and warranties
        of the Borrower and the Guarantors contained in the Loan Agreement and the
        other
        Loan Documents are true, accurate and correct as of the date hereof as if
        made
        on and as of the date hereof, except to the extent any such representation
        or
        warranty is by its terms limited to a certain date or dates in which case
        it
        remains true, accurate and correct as of such date or dates and that none
        of the
        corporate documents of the Borrower or the Guarantors have been materially
        amended, modified or supplemented since the date of the execution and delivery
        of the Loan Agreement; and (iv) represent and warrant that the Borrower and
        the
        Guarantors have taken all necessary action required by law and by their
        respective corporate governing documents to execute and deliver this First
        Amendment and that such execution and delivery constitutes the legal and
        validly
        binding action of such entities.

      


      5. No
        Novation.
        It is
        the intention of the parties hereto that this First Amendment shall not
        constitute a novation.

       

      
        
          
          

        

        
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      6. Additional
        Documents; Further Assurances.
        The
        Borrower and the Guarantors hereby covenant and agree to execute and deliver
        to
        the Lender, or to cause to be executed and delivered to the Lender
        contemporaneously herewith, at their sole cost and expense, any other documents,
        agreements, statements, resolutions, certificates, opinions, consents, searches
        and information as the Lender may reasonably request in connection with the
        matters or actions described herein. The Borrower and the Guarantors hereby
        further covenant and agree to execute and deliver to the Lender, or to use
        reasonable efforts to cause to be executed and delivered to the Lender, at
        their
        sole cost and expense, from time to time, any and all other documents,
        agreements, statements, certificates and information as the Lender shall
        reasonably request to evidence or effect the terms of the Loan Agreement,
        and/or
        any of the other Loan Documents. All such documents, agreements, statements,
        etc., shall be in form and content reasonably acceptable to the
        Lender.

      


      7. Fees,
        Costs, Expenses and Expenditures.
        The
        Borrower shall pay all of the Lender’s reasonable expenses in connection with
        this First Amendment, including, without limitation, reasonable fees and
        disbursements of Lender’s legal counsel.

      


      8. No
        Waiver.
        Nothing
        contained herein constitutes an agreement or obligation by the Lender to
        grant
        any further amendments to any of the Loan Documents, as amended and modified
        hereby, and nothing contained herein constitutes a waiver or release by the
        Lender of any rights or remedies available to the Lender under the Loan
        Documents, as amended and modified hereby, at law or in equity.

      


      9. Binding
        Effect; Governing Law.
        This
        First Amendment shall be binding upon and inure to the benefit of the parties
        hereto and their respective successors and/or assigns. This First Amendment
        shall be governed by and construed in accordance with the laws of the State
        of
        New Jersey.

      


      10. Counterparts.
        This
        First Amendment may be executed by one or more of the parties to this First
        Amendment in any number of separate counterparts and all of said counterparts
        taken together shall be deemed to constitute one and the same instrument.
        

      


      


      (REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK)

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        Lender, the Borrower, and the Guarantors have duly executed and delivered
        this
        First Amendment, all as of the day and year first written above.

      


      
        	
                BORROWER:

              
	 
	
                BEL
                  FUSE INC., a New Jersey corporation

              
	 
	 	 
	
                By:

              	/s/
                Colin
                Dunn
	 	
                Colin
                  Dunn

              
	 	
                Vice
                  President

              
	 	 
	
                GUARANTORS:

              
	 
	
                BEL
                  VENTURES INC., a Delaware corporation

              
	 
	
                BEL
                  POWER INC., a Massachusetts corporation

              
	 
	
                BEL
                  TRANSFORMER INC., a Delaware corporation

              
	 
	
                BEL
                  CONNECTOR INC., a Delaware corporation

              
	 
	
                AS
                  TO EACH OF THE FOREGOING:

              
	 
	 	 
	
                By:

              	
                /s/
                  Colin Dunn

              
	 	
                Colin
                  Dunn

              
	 	
                Vice
                  President of each of the above-referenced corporations

              
	 	 
	
                LENDER:

              
	 
	
                BANK
                  OF AMERICA, N.A.

              
	 
	 
	
                By:

              	/s/
David
                J. Bardwil
	 	
                David
                  J. Bardwil

              
	 	
                Senior
                  Vice President

              


      

       

      
        
          
          

        

        
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