Exhibit 10.6


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 


This AMENDMENT NO.
1 TO LOAN AND SECURITY AGREEMENT (this “Amendment No. 1”) is entered into as of June 30, 2017, by and among
Wireless Telecom Group, Inc., a New Jersey corporation (“WTG”),
BOONTON ELECTRONIC CORPORATION, a New Jersey corporation, (“Boonton”), MICROLAB/FXR, a New Jersey
corporation (“Microlab” and, together with WTG and Boonton, each a “Borrower” and collectively,
the “Borrowers”) and Bank of America, N.A. (the “Lender”). Capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.


 


RECITALS


 


WHEREAS, reference
is made to that certain Loan and Security Agreement, dated as of February 16, 2017 (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”), by and among Borrowers and Lender; and


 


WHEREAS, upon the Borrowers’
request, Lender has agreed, subject to the terms and conditions set forth herein, to amend a certain provision of the Loan Agreement,
as more fully described herein.


 


NOW, THEREFORE, in
consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1          Confirmation
by Borrowers of Obligations. Borrowers hereby acknowledge, confirm and agree that, as of June 30, 2017, Borrowers are
indebted to the Lender for Revolver Loans in the aggregate outstanding principal amount of $1,522,426, the Term Loan in the
aggregate outstanding principal amount of $722,000 and Letters of Credit in the aggregate outstanding face amount of $0,
together with interest accrued and accruing thereon. The foregoing amounts do not include other fees, expenses and other
amounts which are chargeable or otherwise reimbursable under the Loan Agreement. Borrowers do not have any rights of offset,
defenses, claims or counterclaims with respect to any of the Obligations.


 


Section
2          Amendment
to Loan Agreement. 


 


(a)               The definition of EBITDA appearing in Section 1.1 of the Loan Agreement is hereby amended
and restated in its entirety to read as follows:


 


“EBITDA: shall mean
for any period with respect to Borrowers and their Domestic Subsidiaries on a consolidated basis, the sum of (without duplication):
(a) net income (or loss) for such period; plus (b) all interest expense for such period; plus (c) all charges against
income for such period for federal, state and local taxes; plus (d) depreciation expenses for such period; plus (e) amortization
expenses for such period; plus (f) non-cash foreign exchange translations; plus (g) expenses incurred in connection
with the Target Acquisition and the closing of this Agreement,






    	 



    	



    


to the extent expensed for the Fiscal Quarter ended March 31, 2017,
up to $1,300,000; plus (h) as a one-time accommodation to Borrowers, integration expenses incurred in connection with the
Target Acquisition up to $550,000; plus (i) as a one-time accommodation to Borrowers, the expense of writing off Inventory
in the amount of up to (i) $550,000 for the Fiscal Quarter ending December 31, 2016, which Inventory has been owned by Borrowers
for at least three years, and (y) $1,930,000 for the Fiscal Quarter ending June 30, 2017; provided, that, any income
derived from the sale of any Inventory which was the subject of a write off shall not be included in net income for the purposes
of this definition; plus (j) any non-cash adjustments (including non-cash purchase accounting adjustments), in each case
as required or permitted by the application of GAAP (including purchase method of accounting for acquisitions and consolidations,
changes in accounting for the amortization of goodwill and certain other intangibles and write downs of long-lived assets, provided,
that, the foregoing clause (j) shall not apply to the write down or impairment of the value of Inventory or Accounts); plus
(k) non-cash stock compensation expense; plus (l) merger and acquisition costs incurred in connection with the Target Acquisition;
plus (m) documented non-recurring expenses and non-cash restructuring costs, provided, that, net income will
be reduced in the amount of such costs as they are paid in cash (collectively, “Non-Recurring Expenses”), provided
further, that, the aggregate amount under clause (m) hereof shall not exceed the lesser of (x) $1,500,000 and (y) 10%
of EBITDA (calculated before giving effect to the addbacks under clause (m) hereof) in the aggregate for any four consecutive Fiscal
Quarter period. Notwithstanding the foregoing proviso, as a one-time accommodation to Borrowers, the foregoing limitation shall
not apply to the first $200,000 of non-cash restructuring costs ultimately paid in cash.”


 


(b)              Section 7.1(i) of the Loan Agreement is hereby amended and restated in its entirety to read
as follows:


 


“(i)       all Investment
Property, except, that, Lender’s Lien upon any Borrowers’ Equity Interests in a Foreign Subsidiary shall
be limited to 66 1/3% of such Equity Interests in such Foreign Subsidiary;”


 


Section
3          Representations
and Warranties. Borrowers hereby represent and warrant to Lender as follows:


 


(a)               Authorization. 


 


(i)                
Each Borrower has the power and authority to execute, deliver and perform this Amendment and
to obtain the extensions and increases of credit under the Loan Agreement as amended by this Amendment No. 1 (the “Amended
Loan Agreement”).


 


(ii)              
No consent or authorization of, filing with, notice to or other act by, or in respect of,
any Governmental Authority or any other Person is required to be obtained






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by Borrowers in connection with this Amendment No. 1,
except consents, authorizations, filings, acts and notices which have been obtained, taken or made and are in full force and effect.


 


(iii)            This Amendment No. 1 has been duly executed and delivered by Borrowers. This Amendment No.
1 and the Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of Borrowers and are enforceable
against Borrowers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(b)              Representations in Loan Documents. Each of the representations and warranties made
by or on behalf of Borrowers to Lender in any of the Loan Documents was true and correct when made, and is true and correct on
and as of the date of this Amendment No. 1 with the same full force and effect as if each of such representations and warranties
had been made by or on behalf of Borrowers on the date hereof (other than such representations and warranties that relate solely
to a prior point in time, and other than as expressly waived pursuant to this Amendment No. 1).


 


(c)               Binding Effect; Loan Document. This Amendment No. 1 and the other Loan Documents have
been duly executed and delivered to Lender by Borrowers and are in full force and effect, as modified hereby. This Amendment No.
1 shall constitute a Loan Document.


 


(d)              No Conflict, Etc. The execution, delivery and performance of this Amendment No. 1 by
Borrowers will not violate or cause a default under any Loan Document, Applicable Law or material contract of Borrowers and will
not result in or require the creation or imposition of any Lien on any of its properties or revenues, other than permitted liens
set forth in Section 10.2.2 of the Loan Agreement.


 


(e)               No Default or Event of Default. Except as expressly waived herein, (i) no Default or
Event of Default existed immediately prior to the execution of this Amendment No. 1 and (ii) no Default or Event of Default will
exist immediately after the execution of this Amendment No. 1.


 


(f)               Additional Events of Default. Any misrepresentation by Borrowers, or any failure of
any Borrower to comply with the covenants, conditions and agreements contained in any Loan Document, this Amendment No. 1 or in
any other document, instrument or agreement at any time executed and/or delivered by any Borrower with, to or in favor of Lender,
subject to the terms and provisions of the Loan Agreement and the other Loan Documents, shall constitute an Event of Default hereunder,
under the Loan Agreement and under the other Loan Documents.


 


Section
4          Conditions
to Effectiveness of This Amendment.


 


The effectiveness of
the terms and provisions of this Amendment No. 1 shall be subject to the receipt by Lender of this Amendment No. 1 duly authorized,
executed and delivered by Borrowers.






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Section
5           Provisions
of General Application.


 


(a)               Effect of this Amendment. Except as modified pursuant hereto, no other changes or modifications
to the Loan Documents are intended or implied and in all other respects the Loan Documents are hereby specifically ratified, restated
and confirmed as of the Effective Date. To the extent of any conflict between the terms of this Amendment No. 1 and the other Loan
Documents, the terms of this Amendment No. 1 shall control. Any Loan Document amended hereby shall be read and construed with this
Amendment No. 1 as one agreement.


 


(b)              Costs and Expenses. Borrowers absolutely and unconditionally agree to pay to Lender,
on demand by Lender at any time and as often as the occasion therefor may require, whether or not all or any of the transactions
contemplated by this Amendment No. 1 are consummated: all reasonable fees and disbursements of counsel to Lender in connection
with the preparation, negotiation, execution and delivery of this Amendment No. 1 and any agreements or certificates delivered
in connection herewith, and all reasonable out-of-pocket expenses which shall at any time be incurred or sustained by Lender or
its directors, officers, employees or Lenders as a consequence of or in any way in connection with the preparation, negotiation,
execution, or delivery of this Amendment No. 1 and any agreements prepared, negotiated, executed or delivered in connection herewith.


 


(c)               No Third Party Beneficiaries. The terms and provisions of this Amendment No. 1 shall
be for the benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation
shall have any right, benefit or interest under this Amendment No. 1.


 


(d)              Further Assurances. Borrowers shall execute and deliver such additional documents and
take such additional action as may be reasonably necessary or desirable to effectuate the provisions and purposes of this Amendment
No. 1.


 


(e)               Binding Effect. This Amendment No. 1 shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors and assigns.


 


(f)               Merger. This Amendment No. 1 sets forth the entire agreement and understanding of the
parties with respect to the matters set forth herein. This Amendment No. 1 cannot be changed, modified, amended or terminated except
in a writing executed by the party to be charged.


 


(g)               Survival of Representations and Warranties. All representations and warranties made
in this Amendment No. 1 or any other document furnished in connection with this Amendment No. 1 shall survive the execution and
delivery of this Amendment No. 1.


 


(h)              Severability. Any provision of this Amendment No. 1 held by a court of competent jurisdiction
to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment No. 1.


 


(i)                Reviewed by Attorneys. Each Borrower represents and warrants to Lender that it (a)
understands fully the terms of this Amendment No. 1 and the consequences of the execution and delivery of this Amendment No. 1,
(b) has been afforded an opportunity to have this






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Amendment No. 1 reviewed by, and to discuss this Amendment No. 1 and each document
executed in connection herewith with, such attorneys and other persons as such Borrower may wish, and (c) has entered into this
Amendment No. 1 and executed and delivered all documents in connection herewith of its own free will and accord and without threat,
duress or other coercion of any kind by any Person. The parties hereto acknowledge and agree that neither this Amendment No. 1
nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which
party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation
of this Amendment No. 1 and the other documents executed pursuant hereto or in connection herewith.


 


(j)                Governing Law; Consent to Jurisdiction and Venue.


 


(i)                THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).


 


(ii)              EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT
SITTING IN OR WITH JURISDICTION OVER NEW YORK COUNTY, NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY HERETO, AND AGREES
THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS
AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM.
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.3 OF THE LOAN AGREEMENT.
Nothing herein shall limit the right of Lender to bring proceedings against any Borrower in any other court located in a jurisdiction
where the Borrower or its assets are physically located, nor limit the right of any party to serve process in any other manner
permitted by Applicable Law. Nothing in this Amendment No. 1 shall be deemed to preclude enforcement by Lender of any judgment
or order obtained in any forum or jurisdiction.


 


(k)              Waivers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES (A)
THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY HERETO;
(B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION
OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON
WHICH A BORROWER MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING
POSSESSION OR CONTROL OF ANY COLLATERAL; (D) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO ALLOWING LENDER TO
EXERCISE ANY RIGHTS OR REMEDIES; (E) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS;






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(F) ANY CLAIM AGAINST LENDER
ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES) IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, OBLIGATIONS, LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND (G) NOTICE
OF ACCEPTANCE HEREOF. Each Borrower acknowledges that the foregoing waivers are a material inducement to Lender entering into this
Amendment No. 1 and that Lender is relying upon the foregoing in its dealings with such Borrower. Each Borrower has reviewed the
foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation
with legal counsel. In the event of litigation, this Amendment No. 1 may be filed as a written consent to a trial by the court.


 


(l)                Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each
of which shall constitute but one and the same Waiver. In making proof of this Amendment No. 1, it shall not be necessary to produce
or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this
Amendment No. 1 electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment
No. 1.


 


[Signature pages to
follow]



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IN WITNESS WHEREOF,
this Amendment No. 1 has been executed by the parties hereto as of the date first written above.


 


	 	Borrowers
	 	 
	 	WIRELESS TELECOM GROUP, INC.
	 	 
	 	By: 	/s/Michael Kandell	 
	 	Name: Michael Kandell
	 	Title: Chief Financial Officer
	 	Address:
	 	25 Eastmans Road
	 	Parsippany, NJ 07054


	    	 Attn: 	 	 


	 	 Telecopy: 	 	 



 

	 	BOONTON ELECTRONIC CORPORATION 
	 	 
	 	By:	/s/Michael Kandell	 
	 	Name: Michael Kandell
	 	Title: Chief Financial Officer
	 	Address:
	 	25 Eastmans Road
	 	Parsippany, NJ 07054


	    	 Attn: 	 	 


	 	 Telecopy: 	 	 



 


	 	MICROLAB/FXR
	 	 
	 	By:	/s/Michael Kandell	 
	 	Name: Michael Kandell
	 	Title: Chief Financial Officer
	 	Address:
	 	25 Eastmans Road
	 	Parsippany, NJ 07054


	    	 Attn: 	 	 


	 	 Telecopy: 	 	 



 




Signature Page to Amendment No. 1 to Loan
Agreement



    	 



    	



    

	 	Lender
	 	 
	 	BANK OF AMERICA, N.A., as Lender
	 	 
	 	By: 	/s/Steve Blumberg	 
	 	Name: Steve Blumberg
	 	Title: Senior Vice President



 


Signature Page to Amendment No. 1 to Loan
Agreement