Exhibit 10
September 30, 2004
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Trans-Lux Corporation, et. al.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Extension of Maturity for Credit Facilities
Dear ▇▇. ▇▇▇▇▇:
Reference is hereby made to that certain Commercial Loan and Security Agreement
by and between Trans-Lux Corporation (the "Borrower"), People's Bank and the
Bank of New York as Lenders (the "Lenders") and People's Bank as agent for the
Lenders (the "Agent"), dated February 12, 2003, as previously amended (as so
amended, the "Loan Agreement"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Loan Agreement.
The Borrower has requested and the Lenders have agreed to a short-term extension
of the Maturity Date on the terms and conditions set forth in this letter
agreement.
Accordingly, in consideration of the mutual covenants and promises set forth in
this letter agreement and other good and valuable consideration and subject to
execution and delivery hereof as described below, Borrower, Lenders, Agent and
Guarantors (as defined below) agree as follows:
1. Borrower acknowledges that as of the close of business on
September 30, 2004: (i) the amount due in respect of the Revolving Loans is $0
of principal, plus accrued and unpaid interest thereon, (ii) the amount due in
respect of Term Loan A is $1,399,999.98 of principal, plus accrued and unpaid
interest thereon, (iii) the amount due in respect of Term Loan B is
$7,857,142.84 of principal, plus accrued and unpaid interest thereon, and (iv)
the aggregate undrawn face amount of all Letters of Credit issued for the
account of the Borrower is $0. All amounts set forth in the preceding sentence
and all costs and expenses thereon are due under the Loan Agreement without
defense, off-set or counterclaim. Borrower acknowledges that it is legally,
validly and enforceably liable to Lenders for all costs and expenses of
collection and reasonable attorneys' fees related to or in any way arising out
of the Loan Agreement, as amended by this letter agreement, or out of the other
Loan Documents, and that Borrower has no claims, demands or rights of set-off
against Lenders or Agent in connection with the Loans or the Letters of Credit.
Borrower further acknowledges that all indebtedness, liabilities and obligations
of Borrower to Lenders, whenever and however arising including, without
limitation, the Loans, are secured by a first lien on and security interest in
the Collateral. Borrower further acknowledges that in accordance with the terms
of the Loan Agreement, Borrower may borrow, repay and reborrow Revolving Loans
and, accordingly the principal balance of the Revolving Loans may increase or
decrease from time to time.
2. Borrower acknowledges that the current Maturity Date is September
30, 2005. Borrower, Lenders and Agent agree that the Maturity Date shall be and
hereby is extended from September 30, 2005 to October 1, 2005, at which time the
outstanding principal balance of the Loans, accrued interest thereon and all
other amounts due under the Loan Agreement, the Notes and the other Loan
Documents shall become due and payable in full.
3. Except as extended and amended hereby, all of the terms, covenants,
conditions and provisions of the Notes, the Loan Agreement and the other Loan
Documents remain unchanged and in full force and effect, including, without
limitation the right of Lenders to demand or accelerate repayment of the Notes
in accordance with the Loan Documents.
4. Payment and performance of the Obligations is guarantied by
Trans-Lux Display Corporation, Trans-Lux Midwest Corporation, 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 Corporation, 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 Holding Corporation, Trans-Lux Cinema
Consulting Corporation, Trans-Lux Loveland Corporation, Trans-Lux Movie
Operations Corporation, Trans-Lux Multimedia Corporation (collectively, the
"Guarantors") pursuant to that certain Guaranty Agreement dated February 12,
2003 (the "Guaranty"). Each of the Guarantors hereby ratifies, acknowledges and
reaffirms its guaranty of the Obligations pursuant to and in accordance with the
Guaranty. Each of the Guarantors hereby agrees that no setoff, counterclaim or
defense exists with respect to its liability under the Guaranty and that no
other claims against Lenders or Agent exist, and waives its right to raise any
such setoff, counterclaim, defense or claim against the Lenders or Agent arising
out of occurrences on or prior to the date of such Guarantor's execution hereof.
Each of the Guarantors hereby consents to the extension described herein.
5. The letter agreement shall be binding upon and inure to the
benefit of Lenders, Agent, Borrower and Guarantors and their respective
successors and permitted assigns pursuant to the Loan Agreement.
6. This letter agreement may be executed in any number of separate
counterparts by any one or more of the parties hereto, and all of such
counterparts, taken together, shall constitute one and the same agreement.
Please indicate your agreement with the terms and conditions of this letter
agreement by executing it as provided below and returning it to the Agent. This
letter agreement shall not become effective unless and until counterparts hereof
are executed by Borrower, Guarantors and Lenders and delivered to the Agent,
with facsimiles to be received on or before the close of business on September
30, 2004, TIME BEING OF THE ESSENCE. Borrower and Guarantors agree to deliver
the original executed counterparts hereof on or before the close of business on
September 30, 2004, TIME BEING OF THE ESSENCE.
Sincerely,
People's Bank
(as agent for the Lenders)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
______________________________
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Vice President
People's Bank
(as a Lender)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
______________________________
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Vice President
The Bank of New York
(as a Lender)
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Vice President
Borrower and Guarantors hereby agree to the terms and conditions of this letter
agreement and agree to be bound hereby.
Trans-Lux Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________ 9/30/04
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date:_______________________
EVP
Its: _____________________
Trans-Lux Display Corporation
Trans-Lux Midwest Corporation
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 Corporation
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 Holding Corporation
Trans-Lux Cinema Consulting Corporation
Trans-Lux Loveland Corporation
Trans-Lux Movie Operations Corporation
Trans-Lux Multimedia Corporation
9/30/04
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date: ____________
__________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President