Exhibit 10.6
AMENDMENT NO. 13 TO AMENDED AND RESTATED COMMERCIAL LOAN AND
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SECURITY AGREEMENT AND WAIVER AGREEMENT
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This AMENDMENT NO. 13 TO AMENDED AND RESTATED COMMERCIAL LOAN AND SECURITY
AGREEMENT AND WAIVER AGREEMENT (this "Agreement") is made as of the 4th day of
September, 2009, by and among TRANS-LUX CORPORATION, a Delaware corporation,
with its chief executive office and principal place of business located at 00
Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("Borrower"), each of the other
corporations signatory hereto as guarantors (collectively, the "Guarantors"),
and PEOPLE'S UNITED BANK (formerly known as People's Bank), a Connecticut
chartered banking corporation with an office located at 000 Xxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 ("Lender").
W I T N E S S E T H:
WHEREAS, Lender has made certain loans (collectively, the "Loans") to
Borrower pursuant to a certain Amended and Restated Commercial Loan and Security
Agreement dated as of December 23, 2004 (the "Original LSA"), as amended by a
certain Amendment No. 1 to Amended and Restated Commercial Loan and Security
Agreement dated as of May 9, 2006, as further amended by a letter agreement
dated November 16, 2006, as further amended by a letter agreement dated April 2,
2007, as further amended by a letter agreement dated May 17, 2007 as further
amended by a certain Amendment No. 5 to Amended and Restated Commercial Loan
and Security Agreement dated as of August 9, 2007, as further amended by a
letter agreement dated March 24, 2008, as further amended by a letter agreement
dated March 27, 2008, as further amended by a certain Amendment No. 8 to
Amended and Restated Commercial Loan and Security Agreement dated as of May 20,
2008, as further amended by a certain Amendment No. 9 to Amended and Restated
Commercial Loan and Security Agreement dated as of July 16, 2008, as further
amended by a letter agreement dated August 13, 2008, as further amended by a
letter agreement dated November 14, 2008, and as further amended by a letter
agreement dated November 20, 2008 (collectively, the "Pre-2009 Amendments");
WHEREAS, in addition to the Pre-2009 Amendments, the Original LSA was also
amended by a letter agreement dated April 20, 2009 and a letter agreement dated
August14, 2009 (collectively, the "2009 Amendments and Waivers") (the Original
LSA, as amended by the Pre-2009 Amendments and the 2009 Amendments and Waivers
and as further amended from time to time, being hereinafter referred to as, the
"LSA");
WHEREAS, capitalized terms not otherwise defined in this Agreement shall
have the meanings ascribed to them in the LSA;
WHEREAS, the Guarantors have guaranteed all obligations of the Borrower to
the Lender under the LSA and related Loan Documents pursuant to a certain
Amended and Restated Unlimited Guaranty dated as of December 23, 2004 (as the
same may be amended or reaffirmed from time to time, the "Guaranty");
WHEREAS, as security for its obligations to the Lender, including, without
limitation, those arising under the LSA the Borrower has, among other things,
granted to the Lender a lien on and security interest in all of its personal
property assets pursuant to the LSA;
WHEREAS, as security for their respective obligations to the Lender under
the Guaranty, each Secured Guarantor has granted to the Lender a lien on and
security interest in all if its personal property assets pursuant to a certain
Amended and Restated Guarantor Security Agreement dated as of December 23, 2004
(as the same may be amended or reaffirmed from time to time, the "Guarantor
Security Agreement");
WHEREAS, Borrower and the Guarantors (collectively, the "Obligors") have
requested Lender (i) to waive Borrower's non-compliance with certain financial
and other covenants; (ii) to modify certain financial covenants and to delete
other covenants, (iii) to extend the maturity date of all Loans to April 1,
2010; (iv) to increase the interest rate applicable to all Loans; (v) to amend
the principal repayment schedule applicable to the Converted Term Loan; (vi) to
establish a lockbox for all accounts receivable; (vii) to take a mortgage on
certain real property located in Montezuma, New Mexico; and (viii) to amend and
modify certain other covenants all as more particularly set forth herein, and
WHEREAS, Section 10.1 of the LSA provides that no modification or amendment
of the Credit Agreement shall be effective unless the same shall be in writing
and signed by the Lender and Borrower.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and each Obligor agree as follows:
1. Acknowledgments, Affirmations and Representations and Warranties.
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a. The Obligors acknowledge, affirm, represent and warrant that:
(i) All of the statements contained herein are true and correct and
that each understands that the Lender is relying on the truth and completeness
of such statements to enter into this Agreement.
(ii) As of September 2, 2009, the Borrower is legally and validly
indebted to the Lender: (A) by virtue of the Revolving Loan in the principal
outstanding amount of $5,000,000, and (B) by virtue of the Converted Term Loan
in the principal amount of $2,033,333.34, plus interest and fees accrued and
accruing on each of the foregoing and costs and expenses of collection,
including without limitation, attorneys' fees, relating thereto and there is no
defense, offset or counterclaim with respect to any of the foregoing or
independent claim or action against the Lender.
(iii) Each Guarantor is legally and validly indebted to the Lender by
virtue of the Guaranty and there is no defense, offset or counterclaim with
respect thereto or independent claim or action against the Lender.
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(iv) The resolutions previously adopted by the Board of Directors of
the Borrower and provided to the Lender have not in any way been rescinded or
modified and have been in full force and effect since their adoption to and
including the date hereof and are now in full force and effect, except to the
extent that they have been modified or supplemented to authorize this Agreement
and the documents and transactions described herein.
(v) The Borrower has the power and authority to enter into, and has
taken all necessary corporate action to authorize, this Agreement and the
transactions contemplated hereby and thereby.
(vi) The resolutions previously adopted by the Board of Directors of
each of the Guarantors and provided to the Lender have not in any way been
rescinded or modified and have been in full force and effect since their
adoption to and including the date hereof and are now in full force and effect,
except to the extent that they have been modified or supplemented to authorize
this Agreement and the documents and transactions described herein.
(vii) Each Guarantor has the power and authority to enter into, and has
taken all necessary corporate action to authorize, this Agreement and the
transactions contemplated hereby and thereby.
(viii) All representations, warranties and covenants contained in, and
schedules and exhibits to, the LSA, the Guaranty and the other Loan Documents
are true and correct in all material respects on and as of the date hereof, are
incorporated herein by reference and are hereby remade except that Schedule
4.4(c) to the LSA relating to outstanding indebtedness of the Borrower and the
Guarantors is hereby updated and replaced with Schedule 4.4(c) attached hereto.
(ix) After giving effect to the waivers set forth herein, no Default
currently exists under the LSA, the Guaranty or any of the other Loan Documents
and no condition exists which would constitute a default or an event of default
(howsoever defined) under any of the Loan Documents but for the giving of notice
or passage of time, or both.
(x) The consummation of the transactions contemplated hereby is not
prevented or limited by, nor does it conflict with or result in a breach of
terms, conditions or provisions of the Borrower's or any Guarantor's Certificate
of Incorporation or Bylaws or any evidence of indebtedness, agreement or
instrument of whatever nature to which the Borrower or any Guarantor is a party
or by which it is bound, does not constitute a default under any of the
foregoing and does not violate any federal, state or local law, regulation or
order or any order of any court or agency which is binding upon the Borrower or
any Guarantor.
2. Amendment of LSA and other Loan Documents.
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a. Section 1.1 of the LSA entitled "Defined Terms" is amended as follows:
(i) By deleting the definition of "Borrowing Base" set forth therein in
its entirety and by substituting the following therefor:
"Borrowing Base" means, at the relevant time of reference, the
amount
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which is equal to the lesser of: (i) the sum of (A) 85% of the
net amount of Eligible Accounts Receivable outstanding at such
date, plus (B) the lesser of (x) 33% of the value of Eligible
Inventory at such date calculated on the basis of the lower of
cost or book value and on a first-in, first-out basis, and (y)
$1,500,000 plus (C) the Applicable Over Advance Amount, if any,
and (ii) the Revolving Loan Commitment. For purposes hereof, the
net amount of Eligible Accounts Receivable at any time shall be
the face amount of such Eligible Accounts Receivable less any and
all accounts receivable chargebacks, returns, rebates, discounts,
credits, allowances or excise taxes of any nature at any time
issued, owing, claimed by Account Debtors, granted, outstanding or
payable in connection with such Accounts at such time.
(ii) by deleting the definition of "Maturity Date" set forth therein in
its entirety and by substituting the following therefor:
"Maturity Date" means: (i) with respect to the Converted Term
Loan, April 1, 2010; and (ii) with respect to all outstanding
Revolving Loans, April 1, 2010.
(iii) by deleting the definition of "Termination Date" set forth
therein in its entirety and by substituting the following therefor:
"Termination Date" means: (i) with respect to the Line of
Credit Commitment December 31, 2006; and (ii) with respect to the
Revolving Loan Commitment, April 1, 2010.
(iv) by adding the following defined terms in alphabetical order:
"Applicable Over Advance Amount" means: (a) $300,000 for the
period from June 30, 2009 through and including the earlier of the
Escrow Release Date and December 31, 2009, and (b) $0.00 at any
time after the earlier of the Escrow Release Date and December 31,
2009.
"Equipment Leases" means all equipment leases and other rental
agreements to which any Obligor is a party where such Obligor is
the lessor of such equipment and/or is otherwise entitled to
receive payments thereunder.
"Escrow Account" means that certain escrow account which was
established in connection with the sale of the Borrower's theater
business which had an original balance of $400,000.
"Escrow Release Date" means the date on which any remaining
balance in the Escrow Account is released to the Borrower.
"Existing Converted Term Note" has the meaning set forth in
Section 2.4(b) hereof.
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"Lockbox" means that certain lockbox established by the
Borrower with the Lender pursuant to the Lockbox Service
Agreement.
"Lockbox Service Agreement" means that certain Lockbox Service
Agreement between the Borrower and the Lender dated May 15, 2009,
as the same may be amended, modified or restated from time to time
"New Mexico Mortgage" means that certain Line of Credit
Open-End Deed of Trust, Security Agreement, Fixture Filing and
Financing Statement from Trans-Lux Montezuma Corporation in favor
of the Lender dated as of September 4, 2009 regarding certain real
property located at 000 Xxxxxxxxx Xxxxxx, Xxxxx Xx, Xxx Xxxxxx all
as more particularly described therein.
"Non-Cash Note Receivable Write-Off" means that $2,686,000
write-off of the amounts due under that certain Purchase Money
Mortgage Note from 000 Xxxxxxxx Xxxxxx, LLC payable to the
Borrower dated June 3, 2004 in the original principal amount of
$2,580,000.
"Operating Account" means the operating account established by
Borrower at Lender currently identified as account number
0337014602.
"Payment Item" means each check, draft or other item of
payment payable to Borrower, including those constituting proceeds
of any Collateral.
b. Article 2 of the LSA entitled "AMOUNTS AND TERMS OF LOANS" is hereby
amended as follows:
(i) by amending Section 2.4 entitled "Conversion to the Converted Term
Loan" by deleting subsection (b) therein in its entirety and by substituting the
following therefor:
"(b) The Converted Term Loan shall be evidenced by, and
repaid with interest in accordance with, the Amended and Restated
Converted Term Loan Promissory Note of the Borrower dated as of
September 4, 2009 in the original principal amount of
$2,033,333.34, a copy of which is attached hereto as Exhibit D
(such promissory note is referred to herein as the "Converted
Term Note"), which Converted Term Note amends, restates,
supersedes and replaces in its entirety that certain Converted
Term Loan Promissory Note of the Borrower dated December 31, 2006
in the original principal amount of $6,100,000 (the "Existing
Converted Term Note"), provided, however, that the amendment,
restatement and replacement of the Existing Converted Term Note
shall in no way be construed as a novation of the Borrower's
indebtedness evidenced by the Existing Converted Term Note."
(ii) by amending Section 2.5 entitled "Interest Provisions":
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(A) to delete subsection (a)(i) therein in its entirety and
to substitute the following therefor;
"(i) Revolving Loans. Subject to the provisions of
Sections 2.5(c) and 2.12 hereof: (A) during the period from
the date made to February 1, 2009, each Revolving Loan and
each unpaid Reimbursement Obligation shall bear interest on
the outstanding principal amount thereof at a rate per annum
equal to, at the election of Borrower: (x) the Base Rate,
on a floating basis; or (y) LIBOR (as determined for each
available Interest Period) plus the applicable LIBOR Rate
Margin for available Interest Periods as set forth under the
definition of "Interest Period" herein; (B) during the
period from February 1, 2009 through April 20, 2009, each
Revolving Loan and each unpaid Reimbursement Obligation
shall bear interest on the outstanding principal amount
thereof at a rate per annum equal to the greater of: (x)
the Base Rate plus 1.75%, on a floating basis, or (y) 4.00%;
and (C) during the period from April 20, 2009 through and
including the date of payment in full each Revolving Loan
and each unpaid Reimbursement Obligation shall bear interest
on the outstanding principal amount thereof at a rate per
annum equal to the greater of: (x) the Base Rate plus
2.00%, or (y) 6.00%."
(B) to delete subsection (a)(iv) therein in its entirety and
to substitute the following therefor:
"(iv) Converted Term Loan. Subject to the provisions
of Sections 2.5(c) and 2.12 hereof: (A) during the period
from the date made to February 1, 2009, the Converted Term
Loan shall bear interest on the outstanding principal amount
thereof at a rate per annum equal to the Base Rate, on a
floating basis; (B) during the period from February 1, 2009
through April 20, 2009, the Converted Term Loan shall bear
interest on the outstanding principal amount thereof at a
rate per annum equal to the greater of: (x) the Base Rate
plus 1.75%, on a floating basis, or (y) 4.00%; and (C)
during the period from April 20, 2009 through and including
the date of payment in full the Converted Term Loan shall
bear interest on the outstanding principal amount thereof at
a rate per annum equal to the greater of: (x) the Base Rate
plus 2.00%, or (y) 6.00%."
c. Section 5.8 of the LSA entitled "Reporting Requirements" is hereby
amended by adding immediately after subsection (i) and immediately prior to
subsection (j) therein the following subsection as subsection (i-i):
"(i-i) Together with each Revolving Loan Borrowing Request and
within two Business Days after the end of each calendar week of the
Borrower, a completed and executed Borrowing Base Certificate."
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d. Section 5.11 of the LSA entitled "Operating Accounts" is hereby deleted
in its entirety and the following is substituted therefor:
"Section 5.11 Operating Accounts. Maintain at all times all of
its primary operating and depository accounts with the Lender."
e. Article 5 of the LSA entitled "AFFIRMATIVE COVENANTS" is hereby amended
as follows:
(i) by adding the following as Sections 5.18 and 5.19:
"Section 5.18 Maintenance of Lockbox.
(a) Maintenance of Lockbox. Borrower shall establish and
maintain a lockbox arrangement acceptable to Lender. Such
lockbox arrangement is currently evidenced by the Lockbox Service
Agreement. Borrower shall pay all of Lender's standard fees and
charges in connection with such lockbox arrangement as such fees
and charges may change from time to time. Lender assumes no
responsibility to Borrower for any lockbox arrangement, including
any claim of accord and satisfaction or release with respect to
any Payment Items accepted by any bank.
(b) Proceeds of Collateral. Borrower shall notify Account
Debtors in writing and otherwise take all reasonable steps to
ensure that all payments on the Accounts, all Equipment Leases or
otherwise relating to Collateral are made directly to the
Lockbox; provided, however, that Lender shall have the right to
directly contact Account Debtors at any time to ensure that
payments on the Accounts, all Equipment Leases and other
Collateral proceeds are directed to the Lockbox. In the event
that any Payment Items are received by Borrower on Accounts,
Equipment Leases or sales of Inventory or other Collateral such
Payment Items shall be deposited promptly by Borrower to the
Operating Account.
(c) Application of Payment Items Received in Lockbox and
Operating Account. Borrower hereby agrees and acknowledges that,
in addition to any other rights and remedies of the Lender
hereunder, Payment Items and other forms of payment received into
the Lockbox or deposited into the Operating Account may be
applied by Lender in its sole and absolute discretion, either
before or after the occurrence of a Default or an Event of
Default, to reduce the amount of outstanding Obligations,
including, but not limited to, the Revolving Loans and Borrower
hereby authorizes Lender to make such application as aforesaid.
Section 5.19 Turnover of Escrow Account Funds. In the event
that the funds in the Escrow Account are not released or paid to
the Borrower on or before December 31, 2009, any funds in the
Escrow Account which may be released or paid to the Borrower (or
any Guarantor or other
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Affiliate or Subsidiary of Borrower or any Guarantor) after
December 31, 2009 shall be immediately remitted and turned over
to the Lender for application by the Lender to the Obligations
in such manner and order of priority as Lender determines in its
sole and absolute discretion."
f. Section 7.1 of the LSA entitled "Minimum Fixed Charge Coverage Ratio"
is hereby deleted in its entirety and the following is substituted therefor:
"Section 7.1 Minimum Fixed Charge Coverage Ratio.
(a) Maintain as of the end of each fiscal quarter of the Borrower
for the then ended Rolling Period, a ratio of (i) EBITDA for such
period minus total dividends paid during such period divided by (ii)
the sum of Current Maturities of Long-Term Debt for such period (but
excluding debt due to the Lender under the Loans during such period),
plus total Interest Expense for such period, plus total cash Taxes
paid for corporate income Taxes for such period, plus $1,525,000 of
not less than: (A) 1.10 to 1.00 for the periods ending December 31,
2008 and March 31, 2009; and (B) 1.25 to 1.0 for the period ending
June 30, 2009, in each case for the then ended Rolling Period.
(b) Maintain as of the end of each fiscal quarter of the Borrower
for the then ended Rolling Period, a ratio of (i) EBITDA (excluding
the Non-Cash Note Receivable Write-Off) for such period minus total
dividends paid during such period divided by (ii) the sum of Current
Maturities of Long-Term Debt for such period (but excluding debt due
to the Lender under the Loans during such period), plus total Interest
Expense for such period, plus total cash Taxes paid for corporate
income Taxes for such period, plus $1,525,000 of not less than 1.25 to
1.0 for the period ending September 30, 2009 and as of the end of each
fiscal quarter thereafter, in each case for the then ended Rolling
Period."
g. Section 7.2 of the LSA entitled "Minimum Tangible Net Worth" is hereby
deleted in its entirety and the following is substituted therefor:
"Section 7.2 Minimum Tangible Net Worth. Maintain at all times:
(a) at all times from December 31, 2008 to June 30, 2009, Tangible Net
Worth of not less than $24,000,000, and (b) at all times from July 1,
2009 and thereafter, Tangible New Worth of not less than $20,000,000.
h. Section 7.5 of the LSA entitled "Certain Financial Terms" is hereby
amended by deleting the definition of "Tangible Net Worth" set forth in
subsection (k) thereof in its entirety and by substituting the following
therefor:
"(k) "Tangible Net Worth" means, as at any date of determination
thereof, (a) the amount at which common stockholders' equity and
preferred stock would be shown on a balance sheet at such date, plus
(b) the outstanding principal amount of the Subordinated Notes, minus
(c) amounts at which goodwill and any
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other intangibles and amounts owed by Affiliates would be shown on
such balance sheet."
Section 9.1 of the LSA entitled "Events of Default" is hereby
amended as follows:
(i) by deleting the word "or" at the end of subsection (l) therein;
(ii) by deleting the period at the end of subsection (m) therein and by
substituting therefor a semi-colon; and
(iii) by adding immediately after subsection (m), the following new
provision as subsection (n):
"(n) The Borrower shall terminate or attempt to terminate
the lockbox arrangements established with the Lender pursuant to
the Lockbox Service Agreement as required by this Agreement or
such Lockbox Service Agreement shall be terminated for any other
reason whatsoever."
i. Exhibit D to the LSA is hereby deleted in its entirety and a copy of
the Amended and Restated Converted Term Loan Promissory Note of the Borrower in
favor of the Lender dated as of September 4, 2009 in the original principal
amount of $2,033,333.34, a copy of which is attached hereto as Exhibit A (the
"Amended and Restated Converted Term Note") is hereby substituted therefor.
j. The Term Loan has been repaid. Accordingly, any references in the LSA
or any of the other Loan Documents to the Term Loan or to the Term Loan Note are
hereby deleted.
k. Any reference in any of the Notes or any of the other Loan Documents
to: (i) the Amended and Restated Commercial Loan and Security Agreement between
the Borrower and the Lender dated as of December 23, 2004 (howsoever defined)
shall be amended to refer to and mean the Original LSA, as amended by the
Amendments and as further amended and modified by this Agreement; and (ii) the
Converted Term Note shall refer to and mean the Amended and Restated Converted
Term Loan Promissory Note of the Borrower in favor of the Lender dated as of
September 4, 2009, in the original principal amount of $2,033,333.34, a copy of
which is attached hereto as Exhibit A. Any reference to the Loan Documents in
the LSA, the Notes or any other Loan Document shall include, without limitation,
the New Mexico Mortgage and any reference to the Security Documents in the LSA,
the Notes or any other Loan Document shall also include, without limitation, the
New Mexico Mortgage.
3. Confirmation of Waiver of Covenant Defaults.
a. The Obligors acknowledge and agree that the Borrower was in default of
certain following covenants and other requirements set forth in the LSA
(collectively, the "Covenant Defaults") each of which were waived by the Lender
pursuant to the 2009 Amendments and Waivers.
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b. The Obligors further acknowledge and agree that the waiver by the
Lender of the Covenant Defaults were one-time waivers for the relevant periods
and dates specified in the 2009 Amendments and Waivers and that, except as
specifically modified by this Agreement, nothing herein or in the 2009
Amendments and Waivers shall be construed or interpreted, directly or by
implication, as a waiver of or an amendment or modification to any other
obligation of either Obligor to the Lender under the LSA or any of the other
Loan Documents.
4. Additional Covenants. The Obligors agree and acknowledge that in
consideration of the agreements and waivers set forth in the 2009 Amendments and
Waivers and this Agreement and for other good and valuable consideration, the
receipt of which are hereby acknowledged:
a. Fees. In connection with certain of the amendments and waivers set
forth herein and in the 2009 Amendments and Waivers, the Obligors shall pay to
the Lender in Dollars on or before the date hereof a Closing Fee of $17,500 (the
"First Amendment and Waiver Fees") which consists of a $10,000 service fee, a
$5,000 modification fee, and a $2,500 wavier fee for the December 31, 2008
Covenant Defaults. The Lender acknowledges receipt of the Closing Fee. In
addition, in connection with certain amendments and the waiver of the June 30,
2009 Covenant Defaults the Obligors shall pay to the Lender in Dollars: (a) on
or before the date hereof, a fee of $5,750 (consisting of a $5,000 waiver and
amendment fee and a $750 monthly servicing fee) the receipt of which the Lender
acknowledges, and (b) commencing on September 1, 2009 and continuing on the
first day of each month thereafter a monthly servicing fee of $750
(collectively, the "Additional Amendment, Waiver and Servicing Fees").
b. Delivery of New Mexico Mortgage. On or before the date hereof,
Trans-Lux Montezuma Corporation shall execute and deliver to the Lender: (a)
the New Mexico Mortgage, and (b) a certain Collateral Assignment of Leases,
Rentals and Property Income, each of which shall be in form and content
satisfactory to the Lender in its sole discretion.
c. Title Insurance Policy. On or before the date hereof, Obligors shall
cause to be delivered to the Lender a title insurance policy with respect to the
New Mexico Mortgage in an amount of not less than $2,000,000 and which shall
otherwise be in form and content satisfactory to the Lender in its sole
discretion.
d. Lockbox. On or before the date hereof Borrower shall establish with
the Lender the Lockbox on such terms and conditions as are satisfactory to the
Lender in its sole discretion.
e. Amended and Restated Converted Term Note. On or before the date
hereof, Borrower shall execute and deliver to the Lender the Amended and
Restated Converted Term Note.
f. Field Exam. Without limiting or otherwise affecting any rights of
inspection the Lender may have pursuant to the LSA or any of the other Loan
Documents, the Borrower shall pay all costs and expenses incurred by the Lender
relating to a field exam the Lender intends to conduct with respect to the
Borrower and its operations.
5. Effect of Amendment; Reaffirmation of Liens and other Obligations. Lender
and each Obligor hereby agree and acknowledge that, except as provided in this
Agreement and the Amended and Restated Converted Term Note, the LSA, the
Guaranty, the Notes and the other
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Loan Documents (together with all Schedules and Exhibits attached hereto) remain
in full force and effect and have not been modified or amended in any respect,
it being the intention of Lender and each Obligor that this Agreement and the
LSA be read, construed and interpreted as one and the same instrument. In
addition, without limiting the generality of the foregoing: (i) the Borrower
acknowledges, affirms and agrees that the Lender's security interest in the
Collateral includes, without limitation, the Operating Account, and that all
Collateral shall continue to secure any and all of the Borrower's indebtedness
to the Lender, including without limitation, the indebtedness arising under the
LSA, as amended hereby; and (ii) each Guarantor acknowledges, affirms and agrees
that (A) the Obligations of the Borrower to the Lender which have been
guaranteed by such Guarantor include, without limitation the Loans, as modified
hereby; and (B) each Secured Guarantor acknowledges, affirms and agrees that the
Lender's security interest in the Collateral (as defined in the Guarantor
Security Agreement) shall continue to secure the payment and performance of all
of its obligations and liabilities to the Lender arising under the Guaranty.
6. Fees and Expenses. In addition to the First Amendment and Waiver Fees and
the Additional Amendment, Waiver and Servicing Fees, the Borrower agrees to pay
all reasonable legal fees and expenses of Lender incurred in connection with the
preparation, negotiation and execution of this Agreement.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut (except its conflicts of
laws provisions).
8. Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed to be an original, and all of which
shall collectively constitute a single agreement, fully binding upon and
enforceable against the parties hereto.
9. Capitalized Terms. All capitalized terms not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the LSA.
10. Benefit. This Agreement shall inure to the benefit of and bind the parties
hereto and their respective successors and assigns.
[NEXT PAGE IS SIGNATURE PAGE]
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IN WITNESS WHEREOF, Lender, Borrower and Guarantors have executed this
Agreement as of the date first above written.
WITNESSES:
/s/ Witness
-------------------------- TRANS-LUX CORPORATION
/s/ Witness
-------------------------- By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Its: Executive Vice President
Duly Authorized
[Signature Page (1) to Amendment No. 13 to Amended and Restated
Commercial Loan and Security Agreement and Waiver Agreement]
TRANS-LUX DISPLAY CORPORATION
TRANS-LUX MIDWEST CORPORATION
TRANS-LUX COMMERCIAL CORPORATION
(f/k/a Trans-Lux West Corporation)
TRANS-LUX DURANGO CORPORATION
TRANS-LUX SERVICE CORPORATION
TRANS-LUX FOUR CORNERS CORPORATION
TRANS-LUX LOS LUNAS CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX REAL ESTATE CORPORATION
TRANS LUX SUMMIT CORPORATION
TRANS-LUX TAOS CORPORATION
TRANS-LUX VALLEY CORPORATION
TRANS-LUX WYOMING CORPORATION
TRANS-LUX CASTLE ROCK COPORATION
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX DESERT SKY CORPORATION
TRANS-LUX DREAMCATCHER CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
TRANS-LUX LARAMIE CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX SKYLINE CORPORATION
TRANS-LUX STARLIGHT CORPORATION
TRANS-LUX STORYTELLER CORPORATION
TRANS-LUX NEW MEXICO CORPORATION
TRANS-LUX MULTI-MEDIA CORPORATION
TRANS-LUX CINEMA CONSULTING CORPORATION
TRANS-LUX LOVELAND CORPORATION
TRANS-LUX MOVIE OPERATIONS CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
/s/ Witness
--------------------------------
/s/ Witness By: /s/ Xxxxxx X. Xxxxx
-------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx
Its: Executive Vice President
/s/ Witness
-------------------------------- PEOPLE'S UNITED BANK (formerly known as
People's Bank)
/s/ Witness
-------------------------------- By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Regional Manager SVP
Duly Authorized
[Signature Page (2) to Amendment No. 13 to Amended and Restated
Commercial Loan and Security Agreement and Waiver Agreement]
AMENDMENT NO. 14 TO AMENDED AND RESTATED COMMERCIAL LOAN AND
------------------------------------------------------------
SECURITY AGREEMENT AND WAIVER AGREEMENT
---------------------------------------
This AMENDMENT NO. 14 TO AMENDED AND RESTATED COMMERCIAL LOAN AND SECURITY
AGREEMENT AND WAIVER AGREEMENT (this "Agreement") is made as of the 2nd day of
April, 2010, by and among TRANS-LUX CORPORATION, a Delaware corporation, with
its chief executive office and principal place of business located at 00 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 ("Borrower"), each of the other corporations
signatory hereto as guarantors (collectively, the "Guarantors"), and PEOPLE'S
UNITED BANK (formerly known as People's Bank), a Connecticut chartered banking
corporation with an office located at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000 ("Lender").
W I T N E S S E T H:
WHEREAS, Lender has made certain loans (collectively, the "Loans") to
Borrower pursuant to a certain Amended and Restated Commercial Loan and Security
Agreement dated as of December 23, 2004 (the "Original LSA"), as amended by a
certain Amendment No. 1 to Amended and Restated Commercial Loan and Security
Agreement dated as of May 9, 2006, as further amended by a letter agreement
dated November 16, 2006, as further amended by a letter agreement dated April 2,
2007, as further amended by a letter agreement dated May 17, 2007 as further
amended by a certain Amendment No. 5 to Amended and Restated Commercial Loan
and Security Agreement dated as of August 9, 2007, as further amended by a
letter agreement dated March 24, 2008, as further amended by a letter agreement
dated March 27, 2008, as further amended by a certain Amendment No. 8 to
Amended and Restated Commercial Loan and Security Agreement dated as of May 20,
2008, as further amended by a certain Amendment No. 9 to Amended and Restated
Commercial Loan and Security Agreement dated as of July 16, 2008, as further
amended by a letter agreement dated August 13, 2008, as further amended by a
letter agreement dated November 14, 2008, as further amended by a letter
agreement dated November 20, 2008, and as further amended by a certain Amendment
No. 13 to Amended and Restated Commercial Loan and Security Agreement and
Waiver Agreement dated as of September 4, 2009 (collectively, the "Prior
Amendments");
WHEREAS, in addition to the Prior Amendments, the Original LSA was also
amended by a letter agreement dated April 20, 2009 and a letter agreement dated
August 14, 2009 (collectively, the "2009 Letter Agreements") (the Original LSA,
as amended by the Prior Amendments and the 2009 Letter Agreements and as further
amended from time to time, being hereinafter referred to as, the "LSA");
WHEREAS, capitalized terms not otherwise defined in this Agreement shall
have the meanings ascribed to them in the LSA;
WHEREAS, the Guarantors have guaranteed all obligations of the Borrower to
the Lender under the LSA and related Loan Documents pursuant to a certain
Amended and Restated Unlimited Guaranty dated as of December 23, 2004 (as the
same may be amended or reaffirmed from time to time, the "Guaranty");
WHEREAS, as security for its obligations to the Lender, including, without
limitation, those arising under the LSA the Borrower has, among other things,
granted to the Lender a lien on and security interest in all of its personal
property assets pursuant to the LSA;
WHEREAS, as security for their respective obligations to the Lender under
the Guaranty, each Secured Guarantor has granted to the Lender a lien on and
security interest in all of its personal property assets pursuant to a certain
Amended and Restated Guarantor Security Agreement dated as of December 23, 2004
(as the same may be amended or reaffirmed from time to time, the "Guarantor
Security Agreement");
WHEREAS, Borrower and the Guarantors (collectively, the "Obligors") have
requested Lender (i) to waive Borrower's non-compliance with certain financial
and other covenants; (ii) to add certain financial covenants, (iii) to extend
the maturity date of all Loans to May 1, 2011; (iv) to amend the principal
repayment schedule applicable to the Converted Term Loan; and (v) to amend and
modify certain other covenants all as more particularly set forth herein, and
WHEREAS, Section 10.1 of the LSA provides that no modification or amendment
of the Credit Agreement shall be effective unless the same shall be in writing
and signed by the Lender and Borrower.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and each Obligor agree as follows:
1. Acknowledgments, Affirmations and Representations and Warranties.
a. The Obligors acknowledge, affirm, represent and warrant that:
(i) All of the statements contained herein are true and correct and
that each understands that the Lender is relying on the truth and completeness
of such statements to enter into this Agreement.
(ii) As of April 8, 2010 the Borrower is legally and validly indebted
to the Lender: (A) by virtue of the Revolving Loan in the principal outstanding
amount of $3,795,000, and (B) by virtue of the Converted Term Loan in the
principal amount of $1,220,833, plus interest and fees accrued and accruing on
each of the foregoing and costs and expenses of collection, including without
limitation, attorneys' fees, relating thereto and there is no defense, offset or
counterclaim with respect to any of the foregoing or independent claim or action
against the Lender.
(iii) Each Guarantor is legally and validly indebted to the Lender by
virtue of the Guaranty and there is no defense, offset or counterclaim with
respect thereto or independent claim or action against the Lender.
(iv) The resolutions previously adopted by the Board of Directors of
the Borrower and provided to the Lender have not in any way been rescinded or
modified and have been in full force and effect since their adoption to and
including the date hereof and are now in
2
full force and effect, except to the extent that they have been modified or
supplemented to authorize this Agreement and the documents and transactions
described herein.
(v) The Borrower has the power and authority to enter into, and has
taken all necessary corporate action to authorize, this Agreement and the
transactions contemplated hereby and thereby.
(vi) The resolutions previously adopted by the Board of Directors of
each of the Guarantors and provided to the Lender have not in any way been
rescinded or modified and have been in full force and effect since their
adoption to and including the date hereof and are now in full force and effect,
except to the extent that they have been modified or supplemented to authorize
this Agreement and the documents and transactions described herein.
(vii) Each Guarantor has the power and authority to enter into, and has
taken all necessary corporate action to authorize, this Agreement and the
transactions contemplated hereby and thereby.
(viii) All representations, warranties and covenants contained in, and
schedules and exhibits to, the LSA, the Guaranty and the other Loan Documents
are true and correct in all material respects on and as of the date hereof, are
incorporated herein by reference and are hereby remade except that Schedule
4.4(c) to the LSA relating to outstanding indebtedness of the Borrower and the
Guarantors is hereby updated and replaced with Schedule 4.4(c) attached hereto.
(ix) After giving effect to the waivers set forth herein, no Default
currently exists under the LSA, the Guaranty or any of the other Loan Documents
and no condition exists which would constitute a default or an event of default
(howsoever defined) under any of the Loan Documents but for the giving of notice
or passage of time, or both.
(x) The consummation of the transactions contemplated hereby is not
prevented or limited by, nor does it conflict with or result in a breach of
terms, conditions or provisions of the Borrower's or any Guarantor's Certificate
of Incorporation or Bylaws or any evidence of indebtedness, agreement or
instrument of whatever nature to which the Borrower or any Guarantor is a party
or by which it is bound, does not constitute a default under any of the
foregoing and does not violate any federal, state or local law, regulation or
order or any order of any court or agency which is binding upon the Borrower or
any Guarantor.
2. Amendment of LSA and other Loan Documents.
a. Section 1.1 of the LSA entitled "Defined Terms" is amended as follows:
(i) by deleting the definition of "Maturity Date" set forth therein in
its entirety and by substituting the following therefor:
"Maturity Date" means: (i) with respect to the Converted
Term Loan, May 1, 2011; and (ii) with respect to all outstanding
Revolving Loans, May 1, 2011.
3
(ii) by deleting the definition of "Termination Date" set forth therein
in its entirety and by substituting the following therefor:
"Termination Date" means: (i) with respect to the Line of
Credit Commitment December 31, 2006; and (ii) with respect to the
Revolving Loan Commitment, May 1, 2011.
(iii) by deleting the defined term "New Mexico Mortgage" in its
entirety.
(iv) by adding the following definition in alphabetical order:
"Excess Cash Flow" means, with respect to each fiscal year
of the Borrower and its Subsidiaries, in each case without
duplication, (a) consolidated EBITDA (as defined in Section 7.5
hereof) for such fiscal year, minus (b) $3,800,000.
b. Article 2 of the LSA entitled "AMOUNTS AND TERMS OF LOANS" is hereby
amended as follows:
(i) by amending Section 2.4 entitled "Conversion to the Converted Term
Loan" by deleting subsection (b) therein in its entirety and by substituting the
following therefor:
"(b) The Converted Term Loan shall be evidenced by, and
repaid with interest in accordance with, the Second Amended and
Restated Converted Term Loan Promissory Note of the Borrower
dated as of April 2, 2010 in the original principal amount of
$1,220,833, a copy of which is attached hereto as Exhibit D (such
promissory note is referred to herein as the "Converted Term
Note"), which Converted Term Note amends, restates, supersedes
and replaces in its entirety that certain Amended and Restated
Converted Term Loan Promissory Note of the Borrower dated
September 4, 2009 in the original principal amount of
$2,033,333.34 (the "Existing Converted Term Note"), provided,
however, that the amendment, restatement and replacement of the
Existing Converted Term Note shall in no way be construed as a
novation of the Borrower's indebtedness evidenced by the Existing
Converted Term Note."
(ii) by adding the following Section immediately after Section 2.19:
"Section 2.19A. Additional Mandatory Prepayment. The
Borrower shall make mandatory principal prepayments of the
Converted Term Loan in an amount based upon Excess Cash Flow with
respect to each fiscal year of the Borrower commencing with the
Fiscal Year of the Borrower ending on December 31, 2010. On or
before March 31, 2011 and on each March 31 thereafter, the
Borrower shall deliver to the Lender a written calculation of
Excess Cash Flow for the most recently ended fiscal year and,
concurrently therewith, shall deliver to Lender an amount equal
to fifty percent (50%) of such Excess Cash Flow."
4
c. Article 7 of the LSA entitled "FINANCIAL COVENANTS" is hereby amended
as follows:
(i) by deleting the provisions of Section 7.1 entitled "Minimum Fixed
Charge Coverage Ratio", Section 7.2 entitled "Minimum Tangible Net Worth", and
Section 7.3 entitled "Maximum Leverage Ratio" in their entirety and by
substituting therefor in each such Section the words "Intentionally Omitted".
(ii) by adding the following new Section immediately after Section 7.4:
"Section 7.4A Senior Debt Coverage Ratio. Maintain as of the end
of each fiscal quarter of the Borrower commencing with the fiscal
quarter ending June 30, 2010, in each case for the then ended year-to
date period, a ratio of (a) Net Profits for such period, plus
depreciation and amortization expense of the Borrower and its
Subsidiaries for such period, plus Interest Expense for such period,
minus Non-Financed Capital Expenditures for such period, minus total
dividends and shareholder distributions made by Borrower and its
Subsidiaries during such period divided by (b) Current Maturities of
Long-Term Debt with respect to all Senior Debt for such period, plus
Interest Expense on all Senior Debt for such period."
d. Section 7.5 of the LSA entitled "Certain Financial Terms" is hereby
amended by adding the following definition in alphabetical order and by
re-lettering each subsection in Section 7.5 in alphabetical order accordingly:
(h) "Net Profits" means, for each applicable period, the
aggregate net income (or deficit) of Borrower and its Subsidiaries for
such period on a combined and consolidated basis as determined in
accordance with GAAP; provided, however, that there shall be excluded
from such net income (to the extent otherwise included therein),
without duplication:
(a) any gain (or loss), together with any related provisions
for Taxes on any such gain (or the Tax effect of any such loss),
realized during such period by Borrower or any of its
Subsidiaries upon any asset sale (other than any dispositions in
the ordinary course of business) by such Borrower or Subsidiary;
(b) gains and losses due solely to fluctuations in currency
values and the related Tax effects according to GAAP for such
period;
(c) earnings resulting from any reappraisal, revaluation or
write-up of assets during such period;
(d) unrealized gains and losses for such period with respect
to obligations under or with respect to any swap, cap, collar,
forward purchase or similar agreements or arrangements dealing
with interest rates, currency exchange rates or commodity prices,
either generally or under specific contingencies; and
5
(e) any extraordinary gain (or extraordinary loss), together
with any related provision for Taxes on any such gain (or the Tax
effect of any such loss), recorded or recognized by Borrower or
any of its Subsidiaries during such period."
e. Exhibit D to the LSA is hereby deleted in its entirety and a copy of
the Second Amended and Restated Converted Term Loan Promissory Note of the
Borrower in favor of the Lender dated as of April 2, 2010 in the original
principal amount of $1,220,833, a copy of which is attached hereto as Exhibit A
(the "Second Amended and Restated Converted Term Note") is hereby substituted
therefor.
f. The requirement to obtain the New Mexico Mortgage has been waived and,
accordingly, any references in the LSA or any of the other Loan Documents to the
New Mexico Mortgage are hereby deleted.
g. Any reference in any of the Notes or any of the other Loan Documents
to: (i) the Amended and Restated Commercial Loan and Security Agreement between
the Borrower and the Lender dated as of December 23, 2004 (howsoever defined)
shall be amended to refer to and mean the Original LSA, as amended by the
Amendments and as further amended and modified by this Agreement; and (ii) the
Converted Term Note shall refer to and mean the Second Amended and Restated
Converted Term Loan Promissory Note of the Borrower in favor of the Lender dated
as of April 2, 2010, in the original principal amount of $1,220,833, a copy of
which is attached hereto as Exhibit A.
3. Waiver of Covenant Defaults. At the request of the Borrower, the Lender has
agreed to waive a certain existing covenant default of Borrower under the LSA as
follows:
a. The Borrower is currently in default under: (i) the Minimum Fixed
Charge Coverage Ratio set forth in Section 7.1 of the LSA for the Rolling Period
of the Borrower ending December 31, 2009, (ii) the Minimum Tangible Net Worth
financial covenant set forth in Section 7.2 of the LSA as of December 31, 2009;
and (iii) the Maximum Leverage Ratio set forth in Section 7.3 of the LSA for the
fiscal quarter of the Borrower ending December 31, 2009 (collectively, the
"Covenant Defaults") and the Lender hereby waives each of the Covenant Defaults
as of December 31, 2009.
b. The Borrower also acknowledges that it has failed to make principal and
interest payments under certain Subordinated Debt obligations which were due on
December 1, 2009 and March 1, 2010, and that as result thereof, Borrower is
currently in default under such Subordinated Debt and under the LSA (the
"Subordinated Debt Payment Defaults"). Subject to the proviso herein below, the
Lender hereby waives such Subordinated Debt Payment Defaults with respect to the
December 1, 2009 and the March 1, 2010 payment dates; provided, however, that in
the event that any lender and/or holder of any such Subordinated Debt declares a
default as a result of such Subordinated Debt Payment Defaults and begins to
exercise any of its rights and remedies in connection with such Subordinated
Debt Payment Defaults (any such exercise of rights and remedies being referred
to as a "Subordinated Debt Holder Enforcement Action"), any such Subordinated
Debt Holder Enforcement Action shall constitute a separate and distinct
6
Event of Default under and within the meaning of the LSA which shall entitle the
Lender to exercise any and all of its rights and remedies thereunder and at law.
c. The Obligors further acknowledges that one or more of them have failed
to make certain pension plan contributions which were due on March 15, 2009,
July 15, 2009, October 15, 2009 and April 15, 2010 (the "Pension Plan
Contribution Defaults") and, that as a result thereof, there has occurred an
Event of Default under the LSA. Subject to the proviso herein below, the Lender
hereby agrees to waive such Pension Contribution Defaults with respect to the
March 15, 2009, July 15, 2009, October 15, 2009 and April 15, 2010 payment
dates, provided, however, that in the event that the IRS or any other
Governmental Authority takes any enforcement action or otherwise exercises any
rights and remedies it may have against any Obligor with respect to such Pension
Contribution Defaults (any such enforcement action or exercise of rights and
remedies being referred to as a "Pension Plan Enforcement Action"), any such
Pension Plan Enforcement Action shall constitute a separate and distinct Event
of Default under and within the meaning of the LSA which shall entitle the
Lender to exercise any and all of its rights and remedies thereunder and at law.
d. By their signatures below, each of the Obligors hereby acknowledge and
agree that the forgoing waivers are one-time waivers for the period or dates
specifically specified above and that the execution, delivery and effectiveness
of this Agreement shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lender under the LSA or any of the
other Loan Documents, nor constitute or be construed or interpreted, directly or
by implication, as a waiver of or an amendment or modification to any other
obligation of any Obligor to the Lender under the LSA or any of the other Loan
Documents and, without limiting the generality of the forgoing, the Obligors
each agree and acknowledge that from and after the date hereof the failure to
make any payment when due under any Subordinated Debt shall constitute a default
under the LSA.
4. Conditions to Effectiveness. The effectiveness of this Amendment is subject
to the prior satisfaction of the following conditions precedent (the date of
such satisfaction herein referred to as the "Amendment Effective Date"):
a. The representations and warranties of the Obligors contained herein
shall be true and correct in all material respects.
b. There shall exist no Default or Event of Default.
c. The Lender shall have received evidence satisfactory to the Lender that
all requisite corporate and company action necessary for the valid execution,
delivery and performance by each of the Obligors of this Amendment and all other
instruments and documents delivered by the Obligors, or any one of them, in
connection herewith has been taken.
d. Borrower shall execute and deliver to the Lender the Second Amended and
Restated Converted Term Note.
5. Effect of Amendment; Reaffirmation of Liens and other Obligations. Lender
and each Obligor hereby agree and acknowledge that, except as provided in this
Agreement and the Amended and Restated Converted Term Note, the LSA, the
Guaranty, the Notes and the other
7
Loan Documents (together with all Schedules and Exhibits attached hereto) remain
in full force and effect and have not been modified or amended in any respect,
it being the intention of Lender and each Obligor that this Agreement and the
LSA be read, construed and interpreted as one and the same instrument. In
addition, without limiting the generality of the foregoing: (i) the Borrower
acknowledges, affirms and agrees that the Lender's security interest in the
Collateral includes, without limitation, the Operating Account, and that all
Collateral shall continue to secure any and all of the Borrower's indebtedness
to the Lender, including without limitation, the indebtedness arising under the
LSA, as amended hereby; and (ii) each Guarantor acknowledges, affirms and agrees
that (A) the Obligations of the Borrower to the Lender which have been
guaranteed by such Guarantor include, without limitation the Loans, as modified
hereby; and (B) each Secured Guarantor acknowledges, affirms and agrees that the
Lender's security interest in the Collateral (as defined in the Guarantor
Security Agreement) shall continue to secure the payment and performance of all
of its obligations and liabilities to the Lender arising under the Guaranty.
6. Fees and Expenses. In addition to the First Amendment and Waiver Fees and
the Additional Amendment, Waiver and Servicing Fees, the Borrower agrees to pay
all reasonable legal fees and expenses of Lender incurred in connection with the
preparation, negotiation and execution of this Agreement.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut (except its conflicts of
laws provisions).
8. Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed to be an original, and all of which
shall collectively constitute a single agreement, fully binding upon and
enforceable against the parties hereto.
9. Capitalized Terms. All capitalized terms not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the LSA.
10. Benefit. This Agreement shall inure to the benefit of and bind the parties
hereto and their respective successors and assigns.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, Lender, Borrower and Guarantors have executed this
Agreement as of the date first above written.
WITNESSES:
/s/ Witness TRANS-LUX CORPORATION
----------------------------
/s/ Witness By: /s/ Xxxxxx X. Xxxxx
---------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx
Its: Executive Vice President
Duly Authorized
[Signature Page (1) to Amendment No. 14 to Amended and Restated
Commercial Loan and Security Agreement and Waiver Agreement]
TRANS-LUX DISPLAY CORPORATION
TRANS-LUX MIDWEST CORPORATION
TRANS-LUX COMMERCIAL CORPORATION
(f/k/a Trans-Lux West Corporation)
TRANS-LUX DURANGO CORPORATION
TRANS-LUX SERVICE CORPORATION
TRANS-LUX FOUR CORNERS CORPORATION
TRANS-LUX LOS LUNAS CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX REAL ESTATE CORPORATION
TRANS LUX SUMMIT CORPORATION
TRANS-LUX TAOS CORPORATION
TRANS-LUX VALLEY CORPORATION
TRANS-LUX WYOMING CORPORATION
TRANS-LUX CASTLE ROCK COPORATION
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX DESERT SKY CORPORATION
TRANS-LUX DREAMCATCHER CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
TRANS-LUX LARAMIE CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX SKYLINE CORPORATION
TRANS-LUX STARLIGHT CORPORATION
TRANS-LUX STORYTELLER CORPORATION
TRANS-LUX NEW MEXICO CORPORATION
TRANS-LUX MULTI-MEDIA CORPORATION
TRANS-LUX CINEMA CONSULTING CORPORATION
TRANS-LUX LOVELAND CORPORATION
TRANS-LUX MOVIE OPERATIONS CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
/s/ Witness
----------------------------
/s/ Witness By: /s/ Xxxxxx X. Xxxxx
---------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx
Its: Executive Vice President
/s/ Witness PEOPLE'S UNITED BANK (formerly known as
---------------------------- People's Bank)
/s/ Witness By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Regional Manager SVP
Duly Authorized
[Signature Page (2) to Amendment No. 14 to Amended and Restated
Commercial Loan and Security Agreement and Waiver Agreement]
