EXHIBIT
10.6




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 30thday 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.,acorporation 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").




WITNESSETH:




WHEREAS,pursuant to
the terms, conditions, and provisions of that certain Credit and GuarantyAgreement
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 theGuarantors (hereinafter
referred to as the"Loan
Agreement"),(i) the Lender made
available to theBorrower an unsecured
revolving credit loan facility in the maximum principal amount of up to
TwentyMillion 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,.CreditFacility") 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 asthe "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:




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




The
existing definition of "Combined Current Ratio-in Section 1.1of the Loan Agreement is hereby deleted in its entirety and the following
new material is hereby inserted in its place and stead:




"Intentionally
Deleted,"




The
existing definition of "Consolidated Net Worth"in Section 1.1of 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 1.1of 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 Section1.1 of the Loan Agreement is hereby deleted in its entirety and the
following new definition of "Revolving MaturityDate"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 1.1of 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 plusan 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 andall references to the
"Loan Agreement" shall he 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 warrantiesof 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 orthe 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 he 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 he 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 corporationBy:Colin
      DunnVice
      PresidentGUARANTORS:BEL VENTURES INC.,a
      Delaware corporationBEL POWER INC.,a
      Massachusetts corporationBEL TRANSFORMER INC.,a
      Delaware corporationBEL CONNECTOR INC.,a
      Delaware corporationAS
      TO EACH OF THE FOREGOING:By:Colin
      DunnVice
      President of each of the above-referenced corporationsLENDER:BANK
      OF AMERICA, N.A.By:David
      J. Bard ilSenior
      Vice
President




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