SEVENTH AMENDMENT AGREEMENT
AGREEMENT, made as of March 31, 1999, among TRANS-LUX CORPORATION, a
Delaware corporation, TRANS-LUX DISPLAY CORPORATION, a Delaware corporation,
TRANS-LUX MONTEZUMA CORPORATION, a New Mexico corporation, INTEGRATED SYSTEMS
ENGINEERING, INC., a Utah corporation, and FIRST UNION NATIONAL BANK, a national
banking association.
Background
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A. Capitalized terms not otherwise defined shall have the meanings
ascribed to them in the Credit Agreement dated as of August 28, 1995, among
Trans-Lux Corporation, Trans-Lux Consulting Corporation, Trans-Lux Sign
Corporation, Trans-Lux Montezuma Corporation, Integrated Systems Engineering,
Inc., and First Fidelity Bank of Connecticut (predecessor in interest to First
Union National Bank) (as amended, modified or supplemented from time to time,
the "Credit Agreement").
B. Pursuant to the Merger Agreement dated December 10, 1998,
Trans-Lux Sign Corporation merged with and into Trans-Lux Consulting Corporation
and, contemporaneously therewith, changed its name to Trans-Lux Display
Corporation.
C. The Borrowers have requested that the Lender, among other
things, (i) increase from $10,000,000 to $15,000,000, the amount of the Lender's
commitment under Loan C, (ii) extend from June 30, 2000 to June 30, 2001, the
Loan C Commitment Termination Date, and revise the amortization schedule with
respect to Loan C, (iii) extend the Loan C Maturity Date to June 30, 2006 and
(iv) extend from August 27, 2002 to August 27, 2004, the Term Loan Maturity Date
and revise the amortization schedule with respect to Loan A.
D. The Lender has agreed to the requests of the Borrowers subject
to the terms and conditions of this Agreement.
Agreement
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In consideration of the foregoing Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as follows:
1. Modifications to Credit Agreement. All of the terms and
provisions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect except as follows:
(a) The definition of "Loan C" set forth in Annex "A" to the
Credit Agreement is deleted and the following is substituted therefor:
"Loan C" shall mean the revolving loan facility extended
by Lender to TLX in the original principal amount of $15,000,000, evidenced by
Note C.
(b) The definition of "Loan C Commitment Termination Date"
contained in Annex "A" of the Credit Agreement is deleted and the following is
substituted therefor:
"Loan C Commitment Termination Date" shall mean the
earliest of (i) June 30, 2001, (ii) the date of the termination
of Loan C pursuant to Section 8.2, and (iii) the date of the
termination of Loan C in accordance with the provisions of
Section (a)(iii)(E) of Schedule 1.1.
(c) The definition of "Loan C Maturity Date" contained in
Annex "A" of the Credit Agreement is deleted and the following is substituted
therefor:
"Loan C Maturity Date" shall mean June 30, 2006.
(d) The definition of "Term Loan Maturity Date" contained in
Annex "A" of the Credit Agreement is deleted and the following is substituted
therefor:
"Term Loan Maturity Date" shall mean August 27, 2004.
(e) The figure "$10,000,000" contained in subparagraph
(a)(iii) of Schedule 1.1 to the Credit Agreement is deleted and the figure
"$15,000,000" is substituted therefor
(f) Subparagraph (a)(ii) of Schedule 1.2 of the Credit
Agreement is deleted and the following is substituted therefor:
(ii) The aggregate principal amount of Note A shall be
payable in quarterly installments (consisting of principal) as
follows:
Payment Date Amount of Payment
------------ -----------------
October 1, 1995 - July 1, 2004 $ 133,333
Term Loan Maturity Date $3,200,012
(g) Subparagraph (c)(iii) of Schedule 1.2 of the Credit
Agreement is deleted and the following is substituted therefor:
(iii) On June 30, 2001, the then outstanding indebtedness
under Note C shall be payable in nineteen (19) equal payments
each in the amount of one-twentieth (1/20) of the amount then
outstanding under Note C, beginning on October 1, 2001, and
continuing on the first day of each successive Fiscal Quarter
and a final payment on June 30, 2006 of all amounts then
outstanding under Note C.
2. Conditions Precedent. The obligation of the Lender under this
Agreement is subject to the receipt and review, to the satisfaction of the
Lender, of the following:
(a) Amendment Agreement. This Agreement duly executed by
the parties hereto;
(b) Allonge. The Fourth Allonge to Revolving Promissory
Note, in the form of Exhibit A hereto, duly drawn to the order of Lender;
(c) Amendment Fee. Payment to the Lender of the Amendment
Fee in the amount of $5,000 in consideration of the Lender's execution, delivery
and performance of this Agreement; and
(d) Other. Such other agreements as the Lender shall require.
4. Reaffirmation by the Borrowers. The Borrowers acknowledge that
each is legally, validly and enforceably jointly and severally indebted to the
Lender under the Notes, without defense, counterclaim or offset, and that each
is legally, validly and enforceably liable to the Lender for all costs and
expenses of collection and reasonable attorneys' fees related to or in any way
arising out of this Agreement, the Notes, the Credit Agreement and the other
Loan Documents. The Borrowers hereby restate and agree to be bound by all
covenants contained in the Credit Agreement and the other Loan Documents and
reaffirm that all of the representations and warranties contained in the Credit
Agreement and the other Loan Documents remain true and correct in all material
respects with the exception that the financial statements described therein are
deemed true as of the date made. The Borrowers represent that except as set
forth in the Credit Agreement and the other Loan Documents, there are no
pending, or to each Borrower's knowledge threatened, legal proceedings to which
any of the Borrowers or any of the Guarantors is a party which materially and
adversely affect the transactions contemplated by this Agreement or the ability
of the Borrowers or any of the Guarantors to conduct its business on a
consolidated basis. The Borrowers and Guarantors acknowledge and represent that
the resolutions of each dated July 27, 1995 (except for resolutions of Trans-
Lux Midwest Corporation which are dated February 13, 1997), remain in full force
and effect and have not been modified, amended, rescinded or otherwise
abrogated.
5. Reaffirmation by the Guarantors. The Guarantors acknowledge
that each is legally and validly indebted to the Lender under the Guaranty of
each without defense, counterclaim or offset, and affirms that each Guaranty
remains in full force and effect and includes, without limitation, the
indebtedness, liabilities and obligations arising under or in any way connected
with the Loans, this Agreement and the other Loan Documents, whether now
existing or hereafter arising.
6. Reaffirmation re: Collateral. The Borrowers and the Guarantors
reaffirm the liens, security interests and pledges granted to the Lender
pursuant to the Loan Documents to secure the obligations of each thereunder.
7. Other Representations by Borrower and Guarantors. Each of the
Borrowers and the Guarantors represents and confirms that (a) no Event of
Default has occurred and is continuing and that the Lender has not given its
consent to or waived any Default or Event of Default and (b) the Credit
Agreement and the other Loan Documents are in full force and effect and
enforceable against the Borrowers and the Guarantors in accordance with the
terms thereof. Each of the Borrowers and Guarantors represents and confirms
that as of the date hereof, each has no claim or defense (and each of the
Borrowers and the Guarantors hereby waives every claim and defense as of the
date hereof) against the Lender arising out of or relating to the Credit
Agreement, this Agreement and the other Loan Documents or the making,
administration or enforcement of the Loans and the remedies provided for under
the Loan Documents.
8. No Waiver by Lender. Each of the Borrowers and the Guarantors
acknowledges that (a) by execution of this Agreement, the Lender is not waiving
any Default, whether now existing or hereafter occurring, disclosed or
undisclosed, by the Borrower or the Guarantors under the Loan Documents and (b)
the Lender reserves all rights and remedies available to it under the Loan
Documents and otherwise.
9. Prejudgment Remedy Waiver; Waivers. EACH OF THE BORROWERS AND
THE GUARANTORS ACKNOWLEDGES THAT THE LOANS AND THE TRANSACTIONS EVIDENCED BY THE
NOTES, THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE
COMMERCIAL TRANSACTIONS AND EACH WAIVES ITS RIGHTS TO NOTICE AND HEARING PRIOR
TO THE ISSUANCE OF ANY PREJUDGMENT REMEDY, OR AS OTHERWISE ALLOWED BY ANY STATE
OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE LENDER MAY
DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR EXTENSIONS. EACH OF
THE BORROWERS AND THE GUARANTORS ACKNOWLEDGES THAT IT MAKES THIS WAIVER
KNOWINGLY, WILLINGLY, VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
10. Jury Trial Waiver. EACH OF THE BORROWERS AND THE GUARANTORS
WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY
MATTER ARISING IN CONNECTION WITH, OR IN ANY WAY RELATED TO, THE FINANCING
TRANSACTIONS OF WHICH THE NOTES, THE CREDIT AGREEMENT, THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS IS A PART OR THE ENFORCEMENT OF ANY OF THE LENDER'S RIGHTS.
EACH OF THE BORROWERS AND THE GUARANTORS ACKNOWLEDGES THAT IT MAKES THIS WAIVER
KNOWINGLY, WILLINGLY, VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
11. Miscellaneous.
(a) This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
(b) This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with, the law
of the State of Connecticut.
(c) This Agreement shall be deemed a Loan Document under the
Credit Agreement for all purposes. The parties have executed this Agreement on
the date first written above.
BORROWERS:
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TRANS-LUX CORPORATION
By /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Title: President
By /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX DISPLAY CORPORATION
By /s/ Xxxxxx Xxxx
--------------------------------------
Xxxxxx Xxxx
Title: President
By /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX MONTEZUMA CORPORATION
By /s/ Xxxxxx Xxxx
--------------------------------------
Xxxxxx Xxxx
Title: President
By /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
INTEGRATED SYSTEMS ENGINEERING, INC.
By /s/ Xxxxxx Xxxx
-------------------------------------
Xxxxxx Xxxx
Title: President
By /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
GUARANTORS:
TRANS-LUX DISPLAY CORPORATION
TRANS-LUX CANADA, LTD.
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX DURANGO CORPORATION
TRANS-LUX EXPERIENCE CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
TRANS-LUX INVESTMENT CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX LOVELAND CORPORATION
TRANS-LUX MIDWEST CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
TRANS-LUX PENNSYLVANIA CORPORATION
TRANS-LUX PTY, LTD.
TRANS-LUX SEAPORT CORPORATION
TRANS-LUX SERVICE CORPORATION
TRANS-LUX SOUTHWEST CORPORATION
TRANS-LUX STORYTELLER CORPORATION
TRANS-LUX SYNDICATED PROGRAMS
CORPORATION
TRANS-LUX TAOS CORPORATION
TRANS-LUX THEATRES CORPORATION
INTEGRATED SYSTEMS ENGINEERING, INC.
XXXXXXXX REALTY CORPORATION
By /s/ Xxxxxx Xxxx
-------------------------------------
Xxxxxx Xxxx
Title: President
By /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
LENDER:
FIRST UNION NATIONAL BANK
/s/ Xxxxxxx X. Xxxxxx
By______________________________________
Xxxxxxx X. Xxxxxx
Title: Senior Vice President
EXHIBIT A
TO SEVENTH AMENDMENT AGREEMENT
FOURTH ALLONGE TO REVOLVING PROMISSORY NOTE
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1. THIS FOURTH ALLONGE TO REVOLVING PROMISSORY NOTE (the "Allonge")
is dated as of March 31, 1999, to be attached to, modify, and be a part of the
Revolving Promissory Note dated as of August 28, 1995, in the original principal
amount of $10,000,000 (as renewed, reissued, exchanged, consolidated, amended,
modified, replaced or supplemented from time to time, the "Note") of TRANS-LUX
CORPORATION, a Delaware Corporation (the "Maker") in favor of FIRST FIDELITY
BANK (now known as First Union National Bank, a national banking association)
(the "Lender").
2. The Maker agrees that all of the terms of the Note remain in
full force and effect except as follows:
(a) The figure $10,000,000 contained in the upper left corner
of the Note is deleted and the figure $15,000,000 is substituted
therefor.
(b) The phrase "FIRST FIDELITY BANK" contained in the second
line of Section 1 of the Note is deleted and the phrase "FIRST UNION
NATIONAL BANK" is substituted therefor.
(c) The phrase "TEN MILLION DOLLARS ($10,000,000)" contained in
the fifth line of Section 1 of the Note is deleted and the phrase
"FIFTEEN MILLION DOLLARS ($15,000,000)" is substituted therefor.
3. The Maker has executed and delivered this Allonge as of the date
first written above.
TRANS-LUX CORPORATION
By /s/ Xxxxxx Xxxx
--------------------------------------
Xxxxxx Xxxx
Title: President
By /s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
