AUTOSCOPE TECHNOLOGIES CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
(a) As previously disclosed, on
Also as previously disclosed, on
On
The principal documents evidencing the Loan (the "Loan Documents"), all of which
are dated as of
• The Business Loan Agreement (the "Loan Agreement") contains standard
representations and warranties by ISNS to the Bank, including as to its due
organization, authority to enter into the Loan Documents, the accuracy of
ISNS's financial statements, and the condition of ISNS's properties and
collateral for the Loan (include the Real Property). The Loan Agreement
also contains affirmative agreements and covenants by ISNS, including
maintaining its books and records in accordance with U.S. generally accepted
accounting principles ("GAAP"); permitting the Bank to examine and audit
ISNS's books and records; agreeing to provide the Bank with quarterly and
annual financial statements; and maintaining adequate insurance. In
addition, in the Loan Agreement, ISNS agrees not to take certain actions,
including ceasing operations, liquidating, merging or restructuring as a
legal entity; consolidating with or acquiring any other entity; changing its
name; converting to another type of entity; or re-domesticating, dissolving
or transferring or selling the collateral for the Loan out of the ordinary
course of business.
2
--------------------------------------------------------------------------------
• Events of default under the Loan Agreement include ISNS's failure to make a
payment when due under the Loan; ISNS fails to comply with or to perform any
other term, obligation, covenant or condition contained in the Loan
Agreement or in any of the related documents or to comply with or to perform
any term, obligation, covenant or condition contained in any other agreement
between ISNS and the Bank; ISNS's default under any loan, extension of
credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may
materially affect any of ISNS's property or ISNS's ability to repay the Loan
or perform ISNS's obligations under the Loan Agreement or any of the related
documents; any warranty, representation or statement made or furnished to
the Bank by ISNS under the Loan Agreement or the related documents is false
or misleading in any material respect; ISNS's dissolution or insolvency, the
appointment of a receiver for any part of ISNS's property, any assignment
for the benefit of ISNS's creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against ISNS; the commencement of foreclosure or forfeiture proceedings by
any creditor of ISNS or by any governmental agency against any collateral
securing the Loan; any change in ownership of 25% or more of the common
stock of ISNS; a material adverse change occurs in ISNS's financial
condition or the Bank believes the prospect of payment or performance of the
Loan is impaired; or the Bank in good faith believes itself insecure.
• Upon the occurrence of an event of default under the Loan Agreement, all
indebtedness of ISNS to the Bank immediately will become due and payable,
all without notice of any kind to ISNS, except that in the case of an event
of default of the type described in the "Insolvency" subsection of the Loan
Agreement, such acceleration will be automatic and not optional. In
addition, upon a default, the Bank will have all the rights and remedies
provided in the Loan Documents or available at law, in equity, or otherwise.
• The Loan is evidenced by a Promissory Note (the "Note") in the original
principal amount of $1,742,500 with a term of five years and which bears
interest at the fixed annual rate of 3.950% unless ISNS defaults under the
terms of the Note, in which case a higher interest rate will go into effect
calculated as provided in the Note. The Note is payable in 59 consecutive
monthly payments of principal and interest of $10,566 , with the first
payment due on January 10, 2022 , and one final payment consisting of the
balance of the entire remaining principal amount together with all accrued
and unpaid interest, estimated at $1,438,256 , due and payable on December
10, 2026 . There is no prepayment penalty unless ISNS finances the balance
of the Loan with another lender, in which case ISNS would be obligated to
pay a prepayment penalty to the Bank equal to 1% of the unpaid principal.
The events of default under the Note are similar to those under the Loan
Agreement and are in addition to those under the Loan Agreement.
• Under the Mortgage granted by ISNS to the Bank (the "Mortgage"), ISNS
mortgaged and conveyed to the Bank, with power of sale, all of ISNS's right,
title, and interest in and to the Real Property, together with all existing . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure set forth above under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with or incorporated into this Current Report on Form 8-K, as indicated:
Exhibit No.
10.1 Purchase Agreement dated
10.2 First Amendment to Purchase Agreement dated as of
10.3 Business Loan Agreement dated as of
10.4 Promissory Note dated as of
10.5 Mortgage dated as of
10.6 Assignment of Rents dated as of
4
--------------------------------------------------------------------------------
© Edgar Online, source
