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EXHIBIT 10.1
AMENDMENT NO. 5 TO AMENDED AND RESTATED COMMERCIAL LOAN AND
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SECURITY AGREEMENT
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This AMENDMENT NO. 5 TO AMENDED AND RESTATED COMMERCIAL LOAN AND
SECURITY
AGREEMENT (this "Agreement") is made as of the 9th day of
August, 2007, by and
among TRANS-LUX CORPORATION, a Delaware corporation, with its
chief executive
office and principal place of business located at 110 Richards
Avenue, Norwalk,
Connecticut 06854 ("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 350 Bedford Street, Stamford,
Connecticut 06901
("Lender").
WITNESSETH:
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, and as further amended by a letter agreement dated May 17,
2007
(collectively, the "Amendments") (the Original LSA, as amended
by the Amendments
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 Agreement");
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 Agreement, 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 amend the calculation of the Fixed
Charge Coverage
Ratio; (ii) to increase the minimum Tangible Net Worth
requirement to
$24,750,000; (iii) to amend the maturity dates of all Loans to
May 1, 2009; and
(iv) to add an additional mandatory prepayment fees to be paid
if the current
outstanding principal balance of the Loans are not reduced by
$10,000,000 as of
certain specified dates; and
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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 August 8, 2007, the Borrower is legally and validly
indebted
to the Lender: (A) by virtue of the Term Loan in the principal
amount of
$7,500,000, (B) by virtue of the Revolving Loan in the principal
outstanding
amount of $5,000,000, and (C) by virtue of the Converted Term
Loan in the
principal amount of $5,337,500, 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 Agreement 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 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.
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(viii) All representations, warranties and covenants contained
in, and
schedules and exhibits to, the LSA, the Guaranty Agreement 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 amendments provided herein, no
Default
currently exists under the LSA, the Guaranty Agreement 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:
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(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 Term Loan, May 1,
2009;
(ii) with respect t
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