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 30
th 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:
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“
Intentionally Deleted .”
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(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:
““
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
