BK Technologies Corporation

11/04/2024 | Press release | Distributed by Public on 11/04/2024 16:26

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 30, 2024, BK Technologies, Inc. (the "Borrower"), a wholly owned subsidiary of BK Technologies Corporation (the "Company"), entered into a Credit Agreement by and between the Borrower, as borrower, and Fifth Third Bank, National Association (the "Lender"), as the lender (the "Fifth Third Credit Agreement"). The Fifth Third Credit Agreement provides for a one-year revolving line of credit with a maximum commitment of $6 million, with an accordion feature, if certain conditions are met, for up to an additional $4 million of borrowing capacity, totaling a maximum commitment of $10 million. Borrower's repayment obligations are evidenced by a Revolving Credit Promissory Note issued by the Borrower in favor of the Lender (the "Promissory Note").

The Borrower's repayment obligations under the Fifth Third Credit Agreement are guaranteed by the Company and RELM Communications, Inc. ("-RELM" and the Borrower collectively with the Company and RELM, the "Loan Parties"), pursuant to a Continuing Guaranty Agreement by and among the Company, RELM and the Lender (the "Guarantee"), and secured by a pledge of essentially all of the assets of the Loan Parties pursuant to a Security Agreement by and among the Borrower, the Company and RELM in favor of the Lender (the "Security Agreement" and collectively with the Fifth Third Credit Agreement, the Promissory Note, and the Guarantee, the "Loan Documents").

Each advance under the Fifth Third Credit Agreement shall accrue interest on the outstanding principal amount thereof at a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.5% per annum. Each advance may be prepaid at any time without penalty and the entire line of credit commitment may be permanently terminated by the Borrower at any time upon 10 days' prior written notice to the Lender without penalty.

The Loan Parties are subject to customary negative covenants under the Loan Documents, including with respect to their ability to incur additional indebtedness, encumber and dispose of their assets and enter into affiliate transactions. The Borrower must also comply with: (i) a maximum total funded debt ratio of 2.00 to 1.00; and (ii) a minimum fixed charge coverage ratio of 1.20 to 1.00, each measured at the end of every fiscal quarter.