Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on October 25, 2019, Blonder Tongue Laboratories, Inc.
(the "Company"), R. L. Drake Holdings, LLC, a wholly-owned subsidiary of the
Company, Blonder Tongue Far East, LLC, a wholly-owned subsidiary of the Company
and MidCap Business Credit LLC ("MidCap") entered into a Loan and Security
Agreement (All Assets) (the "Original Agreement"), which was subsequently
amended by a Consent and Amendment to Loan Agreement and Loan Documents dated as
of April 7, 2020 (the "First Amendment"), a Second Amendment to Loan Agreement
dated as of January 8, 2021 (the "Second Amendment"), a Third Amendment to Loan
Agreement dated as of June 14, 2021 (the "Third Amendment"), a Fourth Amendment
to Loan Agreement dated as of July 30, 2021 (the "Fourth Amendment"), a Fifth
Amendment to Loan Agreement dated as of August 26, 2021 (the "Fifth Amendment"),
a Sixth Amendment to Loan Agreement dated as of December 16, 2021 (the "Sixth
Amendment," a Seventh Amendment to Loan Agreement dated as of February 11, 2022
(the "Seventh Amendment"), an Eighth Amendment to Loan Agreement dated as of
March 3, 2022 (the "Eighth Amendment"), a Ninth Amendment to Loan Agreement
dated as of April 5, 2022 (the "Ninth Amendment") and a Tenth Amendment to Loan
Agreement dated as of May 5, 2022 (the "Tenth Amendment") and together with the
Original Agreement, the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the
Seventh Amendment, the Eighth Amendment, the Ninth Amendment and the Tenth
Amendment, (the "Loan Agreement").
The parties have entered into an Eleventh Amendment to Loan Agreement, dated as
of June 14, 2022 ("Eleventh Amendment"), to, among other things, (i) modify the
Loan Agreement's definition of "Borrowing Base" to extend the Company's WIP
advance and the amortization of the Company's overadvance facility until July 1,
2022, and (ii) delete in its entirety from the Loan Agreement the Company's
minimum EBITDA covenant. All other substantive terms of the Loan Agreement
continue in full force and effect.
The foregoing summary of the Eleventh Amendment is not complete and is qualified
in its entirety by reference to the full text of the Eleventh Amendment, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. In addition, the Original Agreement is
attached as an exhibit to our Current Report on Form 8-K filed on October 30,
2019, the First Amendment is attached as an exhibit to our Current Report on
Form 8-K filed on April 9, 2020, the Second Amendment is attached as an exhibit
to our Current Report on Form 8-K filed on January 11, 2021, the Third Amendment
is attached as an exhibit to our Current Report on Form 8-K filed on June 15,
2021 the Fourth Amendment is attached as an exhibit to our Current Report on
Form 8-K filed on August 2, 2021, the Fifth Amendment is attached as an exhibit
to our Current Report on Form 8-K filed on August 30, 2021, the Sixth Amendment
is attached as an exhibit to our Current Report on Form 8-K filed on December
17, 2021, the Seventh Amendment is attached as an exhibit to our Current Report
on Form 8-K filed on February 15, 2022, the Eighth Amendment is attached as an
exhibit to our Current Report on Form 8-K filed on March 4, 2022, the Ninth
Amendment is attached as an exhibit to our Current Report on Form 8-K filed on
April 8, 2022 and the Tenth Amendment is attached as an exhibit to our Current
Report on Form 8-K filed on May 5, 2022. We encourage you to read each of the
Original Agreement, the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the
Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth
Amendment and the Eleventh Amendment in its entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above with respect to the Eleventh
Amendment is hereby incorporated by reference into this Item 2.03. Upon a
default under the Loan Agreement, as amended, including the non-payment of
principal or interest, the obligations of the borrower may be accelerated and
MidCap may pursue its rights under the Loan Agreement, as amended, and the
related pledge agreement, security agreement and guaranty agreement, and under
the Uniform Commercial Code and/or any other applicable law or in equity.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
10.1 Eleventh Amendment to Loan Agreement, dated June 14, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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