Item 1.01. Entry into a Material Definitive Agreement.
See the information set forth in Item 2.03 of this Current Report on Form 8-K (this "Current Report"), which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
On
The Credit Agreement provides for a revolving line of credit of up to
Borrowings under the Credit Agreement will bear interest at a rate per annum
equal to one-month LIBOR (or zero if the LIBOR rate is less than zero) plus a
margin of 1.90%. The line of credit is to be repaid in monthly payments of
interest only, payable in arrears, commencing on
The Credit Agreement contains certain restrictive covenants customary for
transactions of this type, including restrictions on liens, indebtedness, loans
and guarantees, acquisitions and mergers, sales of assets, and stock repurchases
by the Borrower. The Credit Agreement contains one financial covenant requiring
the Borrower to maintain a tangible net worth of at least
The Credit Agreement provides for customary events of default, including: (1) failure to pay principal, interest or fees under the Credit Agreement when due and payable; (2) failure to comply with other covenants and agreements contained in the Credit Agreement and the other documents executed in connection therewith; (3) the making of false or inaccurate representations and warranties; (4) defaults under other agreements with the Lender or under other debt or other obligations of the Borrower; (5) money judgments and material adverse changes; (6) a change in control or ceasing to operate business in the ordinary course; and (7) certain events of bankruptcy or insolvency. Upon the occurrence of an event of default, the Lender may declare the entire unpaid balance immediately due and payable and/or exercise any and all remedial and other rights under the Credit Agreement.
The foregoing description of the Credit Agreement, the Note, the Continuing Guaranty and the Continuing Security Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement, the Note, the Continuing Guaranty, and the Continuing Security Agreement filed as Exhibit 10.1 , Exhibit 10.2 ,
Exhibit 10.3 , and Exhibit 10.4 , respectively, to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
10.1 Credit Agreement, executed as ofJanuary 30, 2020 , by and betweenJPMorgan Chase Bank, N.A ., as lender, andBK Technologies, Inc. , as borrower. 10.2 Line of Credit Note, executed as ofJanuary 30, 2020 , byBK Technologies, Inc. , as borrower, for the benefit ofJPMorgan Chase Bank, N.A ., as lender. 10.3 Continuing Guaranty, executed as ofJanuary 30, 2020 , by and amongJPMorgan Chase Bank, N.A ., as lender, andBK Technologies Corporation andRELM Communications, Inc. , as guarantors. 10.4 Continuing Security Agreement, executed as ofJanuary 30, 2020 , by and betweenJPMorgan Chase Bank, N.A ., as lender, andBK Technologies, Inc. , as pledgor.
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