Unassociated Document


    Exhibit
      10.1

    
       

      BEL
        FUSE INC.

      AMENDMENT
        NO. 1

       

      


      AMENDMENT
        NO. 1 (this “Amendment”),
        dated
        as of July 26, 2005, to the Amended and Restated Credit and Guarantee Agreement,
        dated as of March 21, 2003, by and among BEL FUSE INC., a New Jersey corporation
        (the “Borrower”),
        the
        Subsidiary Guarantors party thereto and THE BANK OF NEW YORK (the “Lender”)
        (the
“Credit
        Agreement”).

       

      RECITALS

       

      I.  Except
        as
        otherwise provided herein, capitalized terms used herein which are not defined
        herein shall have the meanings set forth in the Credit Agreement.

       

      II.  The
        Borrower has requested that the Lender amend the Credit Agreement upon the
        terms
        and conditions contained herein, and the Lender is willing to do
        so.

       

      Accordingly,
        in consideration of the covenants, conditions and agreements hereinafter
        set
        forth, and for other good and valuable consideration, the receipt and adequacy
        of which are hereby acknowledged, and pursuant to Section 9.1 of the Credit
        Agreement, the parties hereto agree as follows:

       

      1.  Section
        1.1 of the Credit Agreement is hereby amended by deleting the following
        definitions: “Class”, “Commitments”, “Consolidated Total Liabilities”,
“Intellectual Property”, “Liquidity Ratio”, “Term Commitment”, “Term Loan” and
“Term Maturity Date”.

       

      2.  The
        definition of “Acquisition Consideration” contained in Section 1.1 of the Credit
        Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “Acquisition
        Consideration”
        means,
        with respect to any Acquisition, the sum of (i) the cash consideration paid
        or
        agreed to be paid in connection therewith, plus
        (ii) the
        fair market value of all noncash consideration paid or agreed to be paid
        in
        connection therewith, plus
        (iii) an
        amount equal to the principal or stated amount of all liabilities assumed
        or
        incurred in connection therewith.

       

      3.  The
        definition of “Applicable Margin” contained in Section 1.1 of the Credit
        Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “Applicable
        Margin”
        means,
        at all times during the applicable periods set forth below: (i)
        with
        respect to ABR Advances, the percentage set forth below under the heading
“ABR
        Margin”, (ii)
        with
        respect to Eurodollar Advances, the percentage set forth below under the
        heading
“Eurodollar Margin”, and (iii)
        with
        respect to the Commitment Fee, the percentage set forth below under the heading
        “Commitment Fee”.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	
                When
                  the Leverage Ratio is:

              	 	 	 
	
                greater
                  than or equal to

              	
                and
                  less than

              	
                ABR
                  Margin

              	
                Eurodollar
                  Margin

              	
                Commitment
                  Fee

              
	
                2.00:1.00

              	 	
                0.00%

              	
                1.25%

              	
                0.25%

              
	
                1.00:1.00

              	
                2.00:1.00

              	
                0.00%

              	
                1.00%

              	
                0.20%

              
	 	
                1.00:1.00

              	
                0.15%

              	
                0.75%

              	
                0.15%

              


      

      


       

      Changes
        in the Applicable Margin resulting from a change in the Leverage Ratio shall
        be
        based upon the Compliance Certificate most recently delivered pursuant to
        Section 6.1(c) and shall become effective on the date such Compliance
        Certificate is delivered to the Lender. Notwithstanding anything to the contrary
        contained in this definition, if the Borrower shall fail to deliver to the
        Lender a Compliance Certificate on or prior to any date required hereby,
        the
        Leverage Ratio shall be deemed to be greater than 2.00:1.00 from and including
        such date to the date of delivery to the Lender of such Compliance
        Certificate.

       

      4.  The
        definition of “Borrower Obligations” contained in Section 1.1 of the Credit
        Agreement is hereby amended by adding the following immediately after the
        word
“Lender” in the third line thereof:

       

      ,
        including all reimbursement obligations of the Borrower in respect of any
        letters of credit issued by the Lender for the account of the Borrower or
        any
        Subsidiary,

       

      5.  The
        definition of “Consolidated Fixed Charges” contained in Section 1.1 of the
        Credit Agreement is hereby amended by deleting the phrase “(including scheduled
        principal payments in respect of the Term Loan)” appearing after the word
“Subsidiaries” in clause (iii) thereof.

       

      6.  The
        definition of “Consolidated Tangible Net Worth” contained in Section 1.1 of the
        Credit Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “Consolidated
        Net Worth”
        means,
        at any date of determination, the sum of all amounts which would be included
        under “stockholders’
        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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      7.  The
        definition of “Eurodollar Rate” contained in Section 1.1 of the Credit Agreement
        is hereby amended and restated in its entirety to read as follows:

       

      “Eurodollar
        Rate”
        means,


       

      (a) with
        respect to any Eurodollar Advances for any Interest Period, the rate appearing
        on the Dow Jones Markets Telerate Page 3750 (or on any successor or substitute
        page of such Service, or any successor to or substitute for such Service,
        providing rate quotations comparable to those currently provided on such
        page of
        such Service, as determined by the Lender from time to time for purposes
        of
        providing quotations of interest rates applicable to dollar deposits in the
        London interbank market) at approximately 11:00 a.m., London time, two Business
        Days prior to the commencement of such Interest Period, as the rate for dollar
        deposits with a maturity comparable to such Interest Period. In the event
        that
        such rate does not appear on the Dow Jones Markets Telerate Page 3750 (or
        on any
        such successor or substitute page, or any successor to or substitute for
        such
        Service) at such time for any reason, then the “Eurodollar Rate” with respect to
        such Eurodollar Advanc for such Interest period shall be the rate of interest
        per annum as determined by the Lender, equal to the rate, quoted by BNY to
        leading banks in the London interbank eurodollar market as the rate at which
        BNY
        is offering dollar deposits in an amount approximately equal to such Eurodollar
        Advance and having a period to maturity approximately equal to the Interest
        Period applicable to such Eurodollar Advance at approximately 11:00 a.m.,
        London
        time, two Business Days prior to the commencement of such Interest Period,
        divided by

       

      (b) a
        number
        equal to 1.00 minus
        the
        aggregate of the then stated maximum rates during such Interest Period of
        all
        reserve requirements (including marginal, emergency, supplemental and special
        reserves), expressed as a decimal, established by the Board of Governors
        and any
        other banking authority to which BNY and other major money center banks
        chartered under the laws of the United States or any State thereof are subject,
        in respect of eurocurrency funding (currently referred to as “eurocurrency
        liabilities”in
        Regulation D) without benefit of credit for proration, exceptions or offsets
        which may be available from time to time to BNY. 

       

      8.  The
        definition of “Fixed Charge Ratio” contained in Section 1.1 of the Credit
        Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “Fixed
        Charge Ratio”
        means,
        as of the last day each fiscal quarter, the ratio of Consolidated EBITDA
        to
        Consolidated Fixed Charges, in each case for the Four Quarter Trailing
        Period.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      9.  The
        definition of “Leverage Ratio” contained in Section 1.1 of the Credit Agreement
        is hereby amended and restated in its entirety to read as follows:

       

      “Leverage
        Ratio”
        means,
        as of the last day of each fiscal quarter, the ratio of the aggregate
        Indebtedness on such date of the Borrower and the Subsidiaries, determined
        on a
        consolidated basis in accordance with GAAP to Consolidated EBITDA for the
        Four
        Quarter Trailing Period.

       

      10.  The
        definition of “Material Liabilities” contained in Section 1.1 of the Credit
        Agreement is hereby amended by substituting “$1,000,000” for “$100,000” at the
        end thereof.

       

      11.  The
        definition of “Revolving Commitment” contained in Section 1.1 of the Credit
        Agreement is hereby amended by substituting “$20,000,000” for “$10,000,000” at
        the end thereof.

       

      12.  The
        definition of “Revolving Maturity Date” contained in Section 1.1 of the Credit
        Agreement is hereby amended by substituting “June 30, 2008” for “March 21, 2006”
        at the end thereof.

       

      13.  The
        definition of “Security Agreement” contained in Section 1.1 of the Credit
        Agreement is hereby amended and restated in its entirety to read as
        follows:

       

      “Security
        Agreement”
        means
        the Second Amended and Restated Security Agreement, dated as of July 26,
        2005,
        among the Borrower, the Subsidiary Guarantors and the Lender.

       

      14.  Section
        1.4 of the Credit Agreement is hereby amended and restated in its entirety
        to
        read “Intentionally
        Omitted”.

       

      15.  Section
        2.1(b) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read “Intentionally
        Omitted”.

       

      16.  Clause
        (C) of the first sentence of Section 2.2(a) of the Credit Agreement is hereby
        deleted and the following clauses are relettered accordingly. 

       

      17.  The
        first
        sentence of Section 2.4(a) of the Credit Agreement is hereby amended by deleting
        the phrase “of Revolving Loans or all of portion of the Term Loan or” after the
        phrase “specifying whether the Loans to be prepaid consist of ”.

       

      18.  Section
        2.4(c) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read “Intentionally
        Omitted”.

       

      19.  Section
        2.4(d) of the Credit Agreement is hereby amended by deleting the last sentence
        thereof. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      20.  Section
        2.5(a) of the Credit Agreement is hereby amended by deleting the words “or the
        Term Maturity Date, as applicable” after “Revolving Maturity Date” in the last
        sentence thereof. 

       

      21.  Section
        3.1(c)(iii) of the Credit Agreement is hereby amended and restated in its
        entirety to read as follows:

       

      (iii) in
        the
        case of all Advances, the Revolving Maturity Date. 

       

      22.  Clause
        (i) of Section 3.3(a) of the Credit Agreement is hereby amended to read “(i)
        convert ABR Advances to Eurodollar Advances”. 

       

      23.  Section
        3.4(a) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read as follows: 

       

      (a) No
        Interest Period in respect of a Eurodollar Advance shall end after the Revolving
        Maturity Date.

       

      24.  Section
        4.18(a) of the Credit Agreement is hereby amended by deleting the phrase
“(other
        than the Intellectual Property (as defined in the Security Agreement))” after
        the phrase “Collateral” in the third to last line thereof.

       

      25.  Section
        5.5(a) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read as follows: 

       

      (a)The
        representations and warranties of each Loan Party set forth in each Loan
        Document shall be true and correct on and as of the date of such Borrowing
        (except for representations and warranties expressly made as of a specified
        earlier date, which shall be true as of such date).

       

      26.  The
        first
        paragraph of each of Article 6 and Article 7 of the Credit Agreement is hereby
        amended by adding the word “Revolving” before the word “Commitments” in the
        second line thereof. 

       

      27.  Section
        7.1(c)(ii) and 7.1(d) of the Credit Agreement are each hereby amended by
        substituting “1,000,000” for $250,000.”

       

      28.  Section
        7.1(e) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read as follows:

       

      (e) Other
        unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate
        amount not in excess of $10,000,000 at any one time outstanding.

       

      29.  Section
        7.3(b) of the Credit Agreement is hereby amended by substituting “$1,000,000”
        for $250,000” in the fifth line thereof. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      30.  Section
        7.4(c) of the Credit Agreement is hereby amended by substituting “$1,000,000”
        for “$250,000” at the end thereof. 

       

      31.  Section
        7.4(e) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read as follows:

       

      (e) (i)
        the
        5% Investment made by the Borrower in the equity securities of Artesyn
        Technologies Inc. after the Restatement Date and (ii) other Investments in
        marketable securities (other than Cash Equivalents) in an amount not in excess
        of 10% of Consolidated Net Worth, provided,
        however,
        that
        after giving effect to any Investment described in this clause (ii), Margin
        Stock shall constitute less than 25% of the consolidated assets (as determined
        by any reasonable method) of the Borrower and the Subsidiaries;

       

      32.  Section
        7.5(b) of the Credit Agreement is hereby amended by substituting “$1,000,000”
        for $250,000” at the end thereof. 

       

      33.  Section
        7.5(c) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read as follows: 

       

      (c) other
        Acquisitions, provided that:

       

      (i) immediately
        before or after giving effect to each such Acquisition, no Default shall
        or
        would exist, and immediately after giving effect thereto, all of the
        representations and warranties contained in the Loan Documents shall be true
        and
        correct with the same effect as though then made,

       

      (ii) the
        Person or business acquired is engaged in the Line of Business, 

       

      (iii) the
        Borrower or Subsidiary Guarantor making the Acquisition shall have complied
        with
        the provisions of Sections 6.9 and 6.10, 

       

      (iv) the
        Borrower shall have delivered to the Lender (1) notice thereof not less than
        ten
        days prior to the consummation of such Acquisition, and (2) a certificate
        of a
        Financial Officer thereof, in all respects reasonably satisfactory to the
        Lender
        and dated the date of such consummation, certifying that no Default has occurred
        and is continuing, and 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (v) in
        connection with each Acquisition, the Acquisition Consideration of which
        exceeds
        $10,000,000, the Borrower shall have delivered to the Lender (1) reasonably
        detailed calculations demonstrating compliance with Section 7.14 on a pro-forma
        basis (after giving effect to such Acquisition and based on the most recent
        financial statements delivered pursuant to Section 6.1), (2) historical
        financial statements for the period of two years preceding such acquisition
        of
        the Person or business being acquired in such Acquisition, which financial
        statements shall be audited, if available, or if audited financial statements
        are not available, shall be unaudited and prepared by the management of such
        Person or the Person owning such business and (3) such other information,
        documents and other items as the Lender shall have reasonably
        requested.

       

      34.  Section
        7.5(d) of the Credit Agreement is hereby amended and restated in its entirety
        to
        read “Intentionally
        Omitted”.

       

      35.  Section
        7.7 of the Credit Agreement is hereby amended by (i)
        deleting
        the word “and” at the end of subsection (a), (ii)
        by
        substituting “; and” for the period at the end of subsection (b) and
(iii)
        by
        adding a new subsection (c) to read as follows:

       

      (c) cash
        dividends on its common stock, provided
        that
        immediately before and after giving effect thereto, no Default shall or would
        exist. 

       

      36.  Sections
        7.6 and 7.7(a) of the Credit Agreement are each hereby amended by substituting
        “$1,000,000” for $250,000” at the end thereof. 

       

      37.  Section
        7.12 of the Credit Agreement is hereby amended by (i)
        adding
        the word “and” after clause (ii) thereof and (ii)
        deleting
        clause (iii) thereof.

       

      38.  Section
        7.14(a) of the Credit Agreement is hereby amended and restated in its entirety
        to read “Intentionally
        Omitted”.
        

       

      39.  Section
        7.14(b) of the Credit Agreement is hereby amended and restated in its entirety
        to read as follows: 

       

      (b) Minimum
        Consolidated Net Worth. The
        Borrower shall not permit Consolidated Net Worth to be less than, as of the
        last
        day of any fiscal quarter, an amount equal to $170,000,000 plus
        the sum
        for each fiscal year (beginning with the fiscal year ending December 31,
        2004),
        of 50% of the net income, if positive, of the Borrower and its Subsidiaries
        on a
        consolidated basis for each such fiscal year plus
        an
        amount equal to 75% of the net proceeds of any issuance of equity by the
        Borrower.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      40.  Section
        7.14(d) of the Credit Agreement is hereby amended and restated in its entirety
        to read as follows: 

       

      (d) Leverage
        Ratio.
        The
        Borrower shall maintain at all times a Leverage Ratio of less than or equal
        to
        3.00:1.00.

       

      41.  Section
        8.1(j) of the Credit Agreement is hereby amended by substituting “$1,000,000”
        for “$100,000” in the second line thereof. 

       

      42.  Section
        10.05 of the Credit Agreement is hereby amended by adding a new subsection
        (d)
        at the end thereof to read as follows:

       

      (d) The
        Lender hereby notifies the Borrower that pursuant to the requirements of
        the USA
        Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
        (the “Patriot
        Act”),
        it is
        required to obtain, verify and record information that identifies each Loan
        Party, which information includes the name and address of each Loan Party
        and
        other information that will allow the Lender to identify each Loan Party
        in
        accordance with the Patriot Act. The Borrower agrees to furnish and cause
        each
        of its Subsidiaries to promptly furnish to the Lender such information with
        documentation required by bank regulatory authorities under applicable “know
        your customer” and Anti-Money Laundering rules and regulations (including,
        without limitation, the Patriot Act), as from time to time may be reasonably
        requested by the Lender.

       

      43.  Schedule
        4.6
        to the
        Credit Agreement is hereby amended and restated by Schedule
        4.6
        in the
        form annexed hereto.

       

      44.  Paragraphs
        1 through 43 of this Amendment shall not become effective until such time
        as the
        following conditions are satisfied:

       

      (a)  the
        Lender (or its counsel) shall have received counterparts of this Amendment
        duly
        executed by the Borrower, the Subsidiary Guarantors and the Lender;


       

      (b)  the
        Lender (or its counsel) shall have received counterparts of an amendment
        and
        restatement of the Security Agreement, in form and substance satisfactory
        to the
        Lender (the “Second
        Amended and Restated Security Agreement”),
        duly
        executed by the Borrower, the Subsidiary Guarantors (including Bel Power
        (as
        defined below)) and the Lender;

       

      (c)  the
        Lender (or its counsel) shall have received an executed counterpart of a
        Guarantee Supplement, duly executed by Bel Power Inc., a Massachusetts
        corporation and a Wholly-Owned Subsidiary of the Borrower (“Bel
        Power”);

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (d)  the
        Lender (or its counsel) shall have received a certificate, dated the effective
        date of this Amendment, in form and substance satisfactory to the Lender,
        of the
        Secretary, Assistant Secretary or other analogous counterpart of each Loan
        Party
        (other than Bel Power) (i)
        attaching a true and complete copy of the resolutions of its Managing Person
        and
        of all other documents evidencing all necessary corporate, partnership or
        other
        action (in form and substance satisfactory to the Lender) taken to authorize
        this Amendment, the Guarantee Supplement and the Second Amended and Restated
        Security Agreement (collectively, the “Amendment
        Documents”)
        to
        which it is a party and the transactions contemplated thereby, (ii)
        either
        certifying that there have been no changes to its Organizational Documents
        since
        the Restatement Date, or, if so, attaching a true and complete copy of any
        amendments thereto, and (iii)
        setting
        forth the incumbency of its officer or officers (or other analogous counterpart)
        who may sign the Amendment Documents, including therein a signature specimen
        of
        such officer or officers (or other analogous counterpart).

       

      (e)  the
        Lender (or its counsel) shall have received a certificate, dated the effective
        date of this Amendment, in form and substance satisfactory to the Lender,
        of the
        Secretary, Assistant Secretary or other analogous counterpart of Bel Power
        (i)
        attaching a true and complete copy of the resolutions of its Managing Person
        and
        of all other documents evidencing all necessary corporate, partnership or
        other
        action (in form and substance satisfactory to the Lender) taken to authorize
        the
        Amendment Documents and the Loan Documents to which it is a party, as amended
        thereby and the transactions contemplated thereby, (ii)
        attaching a true and complete copy of its Organizational Documents, (iii)
        setting
        forth the incumbency of its officer or officers (or other analogous counterpart)
        who may sign the Amendment Documents, including therein a signature specimen
        of
        such officer or officers (or other analogous counterpart) and (iv)
        attaching a certificate of good standing of the Secretary of State of the
        jurisdiction of its formation and of each other jurisdiction in which it
        is
        qualified to do business.

       

      (f)  the
        Lender (or its counsel) shall have received an opinion of Lowenstein, Sandler
        PC, special counsel to the Loan Parties, addressed to the Lender, dated the
        effective date of this Amendment, in form and substance satisfactory to the
        Lender; 

       

      (g)  the
        Lender shall have received payment in full of the outstanding principal balance
        of the Term Loan together with accrued and unpaid interest thereon and, to
        the
        extent applicable, break funding payments pursuant to Section 3.5 of the
        Credit
        Agreement;

       

      (h)  the
        Lender shall have received an amendment fee in the sum of $40,000;
        and

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (i)  all
        other
        fees and expenses of the Lender, including, without limitation, the fees
        and
        expenses of Bryan Cave LLP, counsel to the Lender, shall, have been paid
        to the
        extent invoiced.

       

      45.  Upon
        the
        effectiveness of this Amendment, the Lender agrees that its security interest
        in
        the Collateral as defined in the Security Agreement as in effect prior to
        the
        effectiveness of the Second Amended and Restated Security Agreement (other
        than
        the Collateral as defined in the Second Amended and Restated Security Agreement)
        is released and, in connection therewith the Lender agrees, at the Borrower’s
        expense, to file such UCC-3 amendments as may be necessary (in form and
        substance reasonably satisfactory to the Lender) to evidence such
        release.

       

      46.  In
        all
        other respects the Credit Agreement and other Loan Documents shall remain
        in
        full force and effect.

       

      47.  In
        order
        to induce the Lender to execute and deliver this Amendment, the Borrower
        and the
        Subsidiary Guarantors each (a) certifies that, immediately after giving effect
        to the Amendment Documents, all representations and warranties contained
        in the
        Loan Documents to which it is a party shall be true and correct in all respects
        with the same effect as though such representations and warranties had been
        made
        on the date hereof, except as the context otherwise requires or as otherwise
        permitted by the Loan Documents or this Amendment, (b) certifies that,
        immediately after giving effect to the Amendment Documents, no Default or
        Event
        of Default shall exist under the Loan Documents, as amended, and (c) agrees
        to
        pay all of the reasonable fees and disbursements of counsel to the Lender
        incurred in connection with the preparation, negotiation and closing of the
        Amendment Documents.

       

      48.  Each
        of
        the Borrower and the Subsidiary Guarantors (a) reaffirms and admits the
        validity, enforceability and continuing effect of all Loan Documents to which
        it
        is a party, and its obligations thereunder, and (b) agrees and admits that
        as of
        the date hereof it has no valid defenses to or offsets against any of its
        obligations to any Credit Party under any Loan Document to which it is a
        party.

       

      49.  This
        Amendment may be executed in any number of separate counterparts and all
        of said
        counterparts taken together shall be deemed to constitute one and the same
        document. It shall not be necessary in making proof of this Amendment to
        produce
        or account for more than one counterpart signed by the party to be
        charged.

       

      50.  This
        Amendment shall be governed by, and construed and interpreted in accordance
        with, the laws of the State of New York.

       

      [Balance
        of this Page is Intentionally Blank]

       


      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      

      BEL
        FUSE
        INC.

      AMENDMENT
        NO. 1 TO

      AMENDED
        AND RESTATED CREDIT AGREEMENT

       

      


      
        	 	 	BEL FUSE INC
	 	 	 
	 	 	By:__________________________
	 	 	Name: Colin Dunn
	 	 	Title: Vice President
	 	 	 
	 	 	BEL VENTURES INC. 
	 	 	BEL POWER PRODUCTS INC. 
	 	 	BEL TRANSFORMER INC.
	 	 	BEL CONNECTOR INC.
	 	 	BEL POWER INC.
	 	 	 
	 	 	AS TO EACH OF THE FOREGOING:
	 	 	 
	 	 	By:
	 	 	Name: Colin Dunn
	 	 	Title: Vice
                President


      

       

      
        
           

        

        
           

          
            

          

        

        
           

          
             

          

        

      

      BEL
        FUSE
        INC.

      AMENDMENT
        NO. 1 TO

      AMENDED
        AND RESTATED CREDIT AGREEMENT

      



       

      
        	 	 	THE BANK OF NEW YORK
	 	 	 
	 	 	By:________________________
	 	 	Name: Thomas Sweeney
	 	 	Title: Vice
                President


      

       

      
        
          
            


             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      SCHEDULE
        4.6

      Legal
        Proceedings

       

      The
        Borrower is a defendant in a lawsuit, captioned Murata Manufacturing Company,
        Ltd. v. Bel Fuse Inc. et al and brought in Illinois Federal District Court.
        Plaintiff claims that its patent covers all of the Borrower’s modular jack
        products. That party had previously advised the Borrower that it was willing
        to
        grant a non-exclusive license to the Company under the patent for a 3% royalty
        on all future gross sales of ICM products; payments of a lump sum of 3% of
        past
        sales including sales of applicable Insilco products; an annual minimum royalty
        of $500,000; payment of all attorney fees; and marking of all licensed ICM's
        with the third party's patent number. 

       

      The
        Borrower cannot predict the outcome of this matter but believes that the
        ultimate resolution of these matters will not have a material impact on the
        Company's consolidated financial condition or results of operations.