SECOND AMENDMENT AGREEMENT
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AGREEMENT, dated as of August 26, 1996, among TRANS-LUX
CORPORATION, a Delaware corporation, TRANS-LUX CONSULTING
CORPORATION, a Delaware corporation, TRANS-LUX SIGN CORPORATION, a
Delaware corporation, TRANS-LUX MONTEZUMA CORPORATION, a New
Mexico corporation, INTEGRATED SYSTEMS ENGINEERING, INC., a Utah
corporation, the GUARANTORS, and FIRST UNION BANK OF CONNECTICUT
(formerly known as First Fidelity Bank), a Connecticut banking
corporation.
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, between Trans-Lux Corporation, Trans-Lux
Consulting Corporation, Trans-Lux Sign Corporation, Trans-Lux
Montezuma Corporation, Integrated Systems Engineering, Inc., and
First Union Bank of Connecticut (as amended, modified or
supplemented from time to time, the "Credit Agreement").
B. The Borrowers have requested that the Lender extend to
TLX a discretionary line of credit facility in the original
principal amount of $3,000,000.
C. The Lender has agreed to the Borrowers' request subject
to the terms and conditions of this Agreement.
Agreement
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In consideration of the Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as
follows:
1. Modifications. All the terms and provisions of the
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Credit Agreement and the other Loan Documents shall remain in full
force and effect except as follows:
(a) The definition of "Loans" contained in Annex A to
the Credit Agreement, is deleted and the following is substituted
therefor:
"Loans" shall mean Loan A, Loan B, Loan C and Loan D.
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(b) The definition of "Notes" contained in Annex A to
the Credit Agreement is deleted and the following is substituted
therefor:
"Notes" Shall mean Note A, Note B, Note C and Note D.
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(c) The following is added as subsection (d) to Schedule
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"1.2" of the Credit Agreement and current subsections (d) - (g)
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are relettered accordingly:
(d) Loan D. (i) TLX shall pay interest on the
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outstanding balance of Loan D at an annual interest rate
equal to two hundred basis points (2.00%) above USD-
LIBOR-BBA, as more fully set forth in subsection (g)
below.
(ii) Unless sooner paid, TLX shall pay to
Lender all outstanding indebtedness under Loan D on the
Loan D Termination Date.
(d) The following is added as Section 4 to Schedule
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"1.3" of the Credit Agreement:
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4. Loan D: Fund certain expenses of TLX
under the New York Mercantile Exchange and the Chicago
Board of Trade contracts to which TLX is a party and for
general working capital purposes.
(e) The following is added as Section VI to Annex B of
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the Credit Agreement:
VI. LOAN D. The following shall be express
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conditions precedent to Lender's extension of Loan D to
TLX:
(a) Second Amendment Agreement. The Second
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Amendment Agreement dated as of August 23, 1996, duly
executed by the parties thereto.
(b) Note D. Duly executed Note D to the order of
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Lender.
(c) Mortgage Modification Agreements. Agreements
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modifying the mortgages and deeds of trust to Lender to
secure the Obligations, duly executed, witnessed and
notarized.
(d) Secretary's Certificate. A certificate of the
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Secretary or an Assistant Secretary of each Borrower and
Guarantor certifying (A) the resolutions adopted by the
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Board of Directors of each Borrower and Guarantor
approving each Loan Document with respect to Loan D, (B)
all documents evidencing other necessary corporate
action by Borrowers and Guarantors and required
governmental and third party approvals with respect to
each such Loan Document, (C) the names and true
signatures of the authorized officers of the Borrowers
and the Guarantors, and (D) the Articles of
Incorporation and Bylaws originally delivered in
connection with the Credit Agreement remain in full
force and effect and have not been amended, modified,
rescinded or otherwise abrogated.
(e) Legal Opinion. An opinion of counsel to
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Borrowers and Guarantors which shall include an opinion
as to enforceability of the Loan Documents with respect
to Loan D under Connecticut law and such other matters
incident to the transactions contemplated hereby as
Lender may reasonably require.
(f) The following is added as subsection (a)(iv) to
Schedule "1.1" of the Credit Agreement:
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(iv) Loan D. (A) Upon and subject to the terms of
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the Credit Agreement, Lender agrees to make Loan D to
TLX on the Loan D Closing Date, in an aggregate
principal amount at any time not to exceed $3,000,000.
So long as a Default or an Event of Default does not
then exist, TLX may borrow, repay and reborrow amounts
under Loan D. Loan D shall be evidenced by Note D dated
the Loan D Closing Date.
(B) TLX shall notify Lender of its request for
a borrowing under Loan D as provided in subsection (C)
below and, subject to subsection (C) below, on the date
specified for such borrowing, Lender, in its sole and
absolute discretion, shall make available the amount of
such borrowing in immediately available funds for the
account of TLX.
(C) Each request for a borrowing under Loan D,
shall be in a minimum amount of $10,000, or any multiple
thereof, and shall be given in writing (by facsimile,
hand delivery or U.S Mail) by TLX to Lender at the
address set forth in Section 10.10 of the Credit
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Agreement no later than 1:00 p.m. (Hartford,
Connecticut time) on the Business Day of the proposed
requested borrowing. Each such request for a borrowing
(a "Request for Borrowing") shall be substantially in
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the form of Exhibit D-1 hereto and Lender shall be
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entitled to rely upon and shall be fully protected under
the Credit Agreement in relying upon any Request for
Borrowing believed by Lender to be genuine and to assume
that the persons executing and delivering the same were
fully authorized unless a responsible individual acting
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thereon for Lender shall have actual knowledge to the
contrary.
(D) In the event that the outstanding balance
of Loan D shall, at any time, exceed the amount of
$3,000,000, TLX agrees to immediately repay Loan D in
the amount of such excess; notwithstanding the
foregoing, such excess balance shall nevertheless
constitute obligations that are secured by the
Collateral and entitled to all of the benefits thereof
and of the Loan Documents and shall be evidenced by Note
D.
(E) TLX shall have the right at any time on 30
days' prior written notice to Lender to voluntarily
terminate Loan D (in whole but not in part), without
premium or penalty. Upon such termination, TLX's right
to receive borrowings under Loan D shall simultaneously
terminate and on the date of such termination TLX shall
pay Lender, in immediately available funds, all
indebtedness outstanding under Note D.
(g) The following definitions are added to Annex A of
the Credit Agreement in the appropriate alphabetical order:
"Loan D" shall mean the discretionary line of
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credit facility extended by Lender to TLX in the
original principal amount of $3,000,000, evidenced by
Note D.
"Loan D Closing Date" shall mean August 26, 1996.
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"Loan D Termination Date" shall mean January 31,
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1997.
"Note D" shall mean the Promissory Note in the
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original principal amount of $3,000,000, in the form of
the attached Exhibit "A-4".
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(h) Exhibits "A-4" and "D-1" attached hereto are deemed
attached to the Credit Agreement as Exhibit "A-4" and
"D-1".
(i) Section 7.01 of the Credit Agreement is deleted and
the following is substituted therefor:
7.01 Duration. Unless Lender exercises its rights
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under Sections 8.01 and 8.2 hereof, the Obligations
shall become immediately due and payable in full, in
cash, as follows:
Loan A: the Term Loan Maturity Date
Loan B: the Term Loan Maturity Date
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Loan C: the Loan C Commitment Termination
Date
Loan D: the Loan D Termination Date
(j) The following is added as Section 4 to Schedule "A"
of the Guaranties:
4. $3,000,000 discretionary loan facility extended
to TLX.
2. Conditions to Effectiveness. This Agreement shall not be
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effective until such date as the Lender shall have received the
following, all in form, scope and content acceptable to the Lender
in its sole discretion:
(a) Amendment Agreement. This Agreement duly executed
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by the parties hereto;
(b) Real Estate Documents. Mortgage Modification
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Agreements with respect to each of the mortgages or deeds of trust
granted to secure the Obligations; and
(c) Other. Such other agreements and instruments as the
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Lender shall reasonably require.
3. Reaffirmation By Borrowers. The Borrowers acknowledge
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and agree, and reaffirm, that each is legally, validly and
enforceably 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 as and to the extent
provided in this Agreement, the Credit Agreement, the Notes 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 hereby 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 not pending, or
to each Borrower's knowledge threatened, legal proceedings to
which the Borrowers or any of the Guarantors is a party, which
materially or 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 each of the Guarantors acknowledge and represent
that the resolutions of each dated July 27, 1995, remain in full
force and effect and have not been amended, modified, rescinded or
otherwise abrogated.
4. Reaffirmation by Guarantors. Each of the Guarantors
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acknowledges that each is legally and validly indebted to the
Lender under the Guaranty of each without defense, counterclaim or
offset. Each of the Guarantors affirm that the Guaranty of each
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remains in full force and effect and acknowledges that the
Guaranty of each encompasses the indebtedness of each of the
Loans, including, without limitation, Loan D.
5. Other Representations By Borrowers and Guarantors. The
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Borrowers and the Guarantors each represent and confirm that (a)
no Default or Event of Default has occurred and is continuing and
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.
The Borrowers and the Guarantors each represent and confirm that
as of the date hereof, each has no claim or defense (and the
Borrowers and the Guarantors each hereby waive every claim and
defense as of the date hereof) against Lender arising out of or
relating to the Credit Agreement and the other Loan Documents or
the making, administration or enforcement of the Loans and the
remedies provided for under the Loan Documents.
6. No Waiver By Lender. The Borrowers and the Guarantors
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each acknowledge that (a) by the execution by each of this
Agreement, the Lender is not waiving any Default, whether now
existing or hereafter occurring, disclosed or undisclosed, by the
Borrowers under the Loan Documents and (b) the Lender reserves all
rights and remedies available to it under the Loan Documents and
otherwise.
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The parties have executed this Agreement as of the date first
written above.
BORROWERS:
TRANS-LUX CORPORATION
/s/ Xxxxxx Xxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxx
Title: President
/s/ Xxxxxx Xxxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX CONSULTING
CORPORATION
/s/ Xxxxxx Xxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxx
Title: President
/s/ Xxxxxx Xxxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX SIGN CORPORATION
/s/ Xxxxxx Xxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxx
Title: President
/s/ Xxxxxx Xxxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX MONTEZUMA
CORPORATION
/s/ Xxxxxx Xxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxx
Title: President
/s/ Xxxxxx Xxxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
INTEGRATED SYSTEMS
ENGINEERING, INC.
/s/ Xxxxxx Xxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxx
Title: President
/s/ Xxxxxx Xxxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
GUARANTORS:
TRANS-LUX SIGN CORPORATION
TRANS-LUX CONSULTING CORPORATION
XXXXXXXX REALTY CORPORATION
TRANS-LUX CANADA, LTD.
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX CREDIT TERMINAL
CORPORATION
TRANS-LUX DURANGO CORPORATION
TRANS-LUX EXPERIENCE CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
TRANS-LUX INVESTMENT CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
TRANS-LUX PENNSYLVANIA
CORPORATION
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
TRANS-LUX YUCCA CORPORATION
TRANS-LUX LOVELAND CORPORATION
INTEGRATED SYSTEMS ENGINEERING,
INC.
TRANS-LUX PTY, LTD
/s/ Xxxxxx Xxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxx
Title: President
/s/ Xxxxxx Xxxxx
By . . . . . . . . . . . . . . .
Xxxxxx Xxxxx
Title: Senior Vice President and
Chief Financial Officer
LENDER:
FIRST UNION BANK OF
CONNECTICUT
/s/ Xxxx X. Xxxxxx
By . . . . . . . . . . . . . . .
Xxxx X. Xxxxxx
Title: Vice President
