Form 8-K

0001513162-18-000166.txt : 20180615 0001513162-18-000166.hdr.sgml : 20180615 20180615170056 ACCESSION NUMBER: 0001513162-18-000166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180611 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX Corp CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 18902849 BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-243-5544 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TRANS LUX CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2018

TRANS-LUX CORPORATION

(Exact name of registrant as specified in its charter)

                Delaware

1-2257

13-1394750

(State or other jurisdiction

of incorporation)

(Commission
    File Number)

(IRS Employer
        Identification No.)

135 East 57^th Street, 14^th Floor, New York, NY 10022

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (800) 243-5544

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement

The information provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 11, 2018, Trans-Lux Corporation (the “Company”) entered into that certain Subordinated Secured Promissory Note (the “First SM Note”) with SM Investors, L.P. (“SMI”), pursuant to which the Company has borrowed $330,000 from SMI at an initial interest rate of 10.00%. The maturity date of the note is the earlier of June 11, 2020 or the Company’s completion of an additional financing package of at least $1 million.

On June 11, 2018, the Company entered into that certain Subordinated Secured Promissory Note (the “Second SM Note”) with SM Investors II, L.P. (“SMII”), pursuant to which the Company has borrowed $670,000 from SMI at an initial interest rate of 10.00%. The maturity date of the note is the earlier of June 11, 2020 or the Company’s completion of an additional financing package of at least $1 million.

In connection with the First SM Note and the Second SM Note, the Company and its wholly-owned subsidiaries Trans-Lux Display Corporation, Trans-Lux Midwest Corporation and Trans-Lux Energy Corporation, as borrowers, entered into a Waiver, Consent and Ninth Amendment to the Credit and Security Agreement (“Ninth Amendment”), dated as of June 11, 2018, with CNH Finance Fund I, L.P. as lender (“CNH”), to provide for certain amendments to that certain Credit and Security Agreement with CNH, dated July 12, 2016, to allow for the Company’s entry into the First SM Note with SMI and the Second SM Note with SMII and the security interests granted to SMI and SMII thereunder.

The Company, SMI, SMII and CNH also entered into a Subordination and Intercreditor Agreement (the “SIA”), dated as of June 11, 2018, setting forth CNH’s senior lien position to all collateral of the Company, and the rights of each of CNH, SMI and SMII with respect to the collateral of the Company. The SIA allows the Company to make payments to SMI and SMII as long as the Company is not in default on the Credit and Security Agreement with CNH.

The foregoing description of the First SM Note, the Second SM Note, the Ninth Amendment and the SIA is included to provide information regarding their terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the First SM Note, the Second SM Note, the Ninth Amendment and the SIA, each of which are filed as exhibits hereto and are incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

In connection with the First SM Note and the Second SM Note, the Company issued warrants to SMI & SMII to purchase an aggregate of 250,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share. The warrants expire on June 11, 2021. The Company, SMI and SMII are in the process of finalizing the documentation of the warrants. The issuance of the warrants was completed in accordance with the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit 10.1	Subordinated Secured Promissory Note between Trans-Lux Corporation and SM Investors, L.P. dated as of June 11, 2018.
Exhibit 10.2	Subordinated Secured Promissory Note between Trans-Lux Corporation and SM Investors II, L.P. dated as of June 11, 2018.
Exhibit 10.3	Waiver, Consent and Ninth Amendment to Credit and Security Agreement, dated as of June 11, 2018, by and among CNH Finance Fund I, L.P., Trans-Lux Corporation, Trans-Lux Display Corporation, Trans-Lux Midwest Corporation and Trans-Lux Energy Corporation.
Exhibit 10.4	Subordination and Intercreditor Agreement, dated as of June 11, 2018, by and between CNH Finance Fund I, L.P., SM Investors, L.P. and SM Investors II, L.P.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 15, 2018	TRANS-LUX CORPORATION


	By:	/s/ Todd Dupee
		Name:	Todd Dupee
		Title:	Interim Chief Accounting Officer, Vice President and Controller

EXHIBIT INDEX


Exhibit Number	Description
Exhibit 10.1	Subordinated Secured Promissory Note between Trans-Lux Corporation and SM Investors, L.P. dated as of June 11, 2018.
Exhibit 10.2	Subordinated Secured Promissory Note between Trans-Lux Corporation and SM Investors II, L.P. dated as of June 11, 2018.
Exhibit 10.3	Waiver, Consent and Ninth Amendment to Credit and Security Agreement, dated as of June 11, 2018, by and among CNH Finance Fund I, L.P., Trans-Lux Corporation, Trans-Lux Display Corporation, Trans-Lux Midwest Corporation and Trans-Lux Energy Corporation.
Exhibit 10.4	Subordination and Intercreditor Agreement, dated as of June 11, 2018, by and between CNH Finance Fund I, L.P., SM Investors, L.P. and SM Investors II, L.P.

EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

THIS NOTE AND RIGHT TO PAYMENT AND COLLATERAL SECURITY HEREUNDER ARE SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT IN FAVOR OF CNH FINANCE FUND I, L.P. AS MORE FULLY SET FORTH THEREIN AND IN SECTION 5 HEREOF.

SUBORDINATED SECURED PROMISSORY NOTE

$330,000.00

June 11, 2018

TRANS-LUX CORPORATION, a Delaware corporation (together with its successors and assigns, the “Maker”), for value received, hereby promises to pay to SM Investors, L.P. (together with its successors, transferees and assigns, the “Holder”) the principal sum of Three Hundred Thirty Thousand Dollars ($330,000.00), together with interest (computed on the basis of a 360-day year for the actual number of days elapsed) on the unpaid balance of such principal sum from time to time outstanding (“Interest”) at the Applicable Rate (as defined herein) (or, if applicable, the Past Due Rate as herein defined) until this Subordinated Secured Promissory Note (this “Note”) is paid in full, on the terms and provisions set forth in this Note.

All cash payments made in connection with this Note shall be in U.S. dollars in immediately available funds by wire transfer of immediately available funds to an account designated by the Holder by notice to the Maker.

1. Security. To secure payment and performance of all Obligations (as defined herein) under this Note, the Maker hereby grants to the Holder the right to obtain a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to the Holder as security, all personal property, and interests in personal property, of the Maker and its subsidiaries whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations hereunder at any time granted to or held or acquired by the Holder, collectively, the “Collateral”) upon the request of the Holder. For so long as this Note is outstanding, Maker shall not, and shall not permit any of its subsidiaries, to, create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, hypothecate, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, other than (i) security interests and liens in favor of CNH Finance Fund I, L.P. (the “Lender”), (ii) any security interests or liens granted in connection with the a restructuring or refinancing of indebtedness owed to Lender, or (iii) with the written consent of Holder, which shall not be unreasonably withheld or delayed.

2. Payment of Principal and Interest.

2.1 Maturity; Payment Obligations Absolute. The entire principal amount of this Note and all accrued and unpaid interest thereon shall be due and payable on the earlier of (a) June 11, 2020 or (b) the closing date of any public or private offering of equity or debt of the Maker (other than pursuant to Maker’s existing credit facility with CNH Finance Fund I, L.P. or a refinancing thereof) for gross proceeds to Maker of at least $1,000,000 (a “Financing”) (such earlier date, or any other date on which the principal amount of this Note becomes payable in accordance with the terms hereof, by acceleration or otherwise, the “Maturity Date”). No provision of this Note shall alter or impair the Obligations of the Maker, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, times and rate, and in the currency, herein prescribed.

2.2 Payments of Interest. Interest due under this Note shall accrue on a daily basis at the Applicable Rate of interest provided for herein from the date hereof until the principal amount of this Note has been paid in full. As used herein, the term “Applicable Rate” means 10.0% through December 11, 2018, increasing to 12.0% following December 11, 2018 and through June 11, 2019 if the Maker has not closed a Financing by December 11, 2018, and increasing further to 15% after June 11, 2019 through the Maturity Date if the Maker has not closed a Financing by June 11, 2019. The amount of interest so accrued shall be paid in arrears by the Maker to the Holder within five business days following the conclusion of each Interest Period (as defined below) in cash. Any interest that may accrue hereunder after the Maturity Date shall be payable in cash on demand. As used herein, the term “Interest Period” means each 90-day period, commencing on the date hereof and ending on (and including) the last day of such 90-day period, provided, for clarity, that the initial Interest Period shall commence on the date hereof and end on (and include) September 11, 2018.

3. Events of Default. Each of the following is an “Event of Default”:

3.1 The Maker shall fail to pay any principal of or Interest on this Note as and when due, only if such failure to pay continues for a period of at least five consecutive business days; or

3.2 Any order shall be entered in any proceeding against the Maker decreeing the dissolution, liquidation or winding-up thereof; or

3.3 The Maker shall make a general assignment for the benefit of creditors or shall petition or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator for all or any substantial part of its business, estate or assets or shall commence any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, which is not abandoned, dismissed, or vacated within 30 days of the commencement of such proceeding; or

3.4 Any such petition or application shall be filed or any such proceeding shall be commenced against the Maker and the Maker, by any act or omission, shall indicate approval thereof, consent thereto or acquiescence therein, or an order shall be entered appointing a trustee, custodian, receiver or liquidator of all or any substantial part of the assets of the Maker or granting relief to the Maker or approving the petition in any such proceeding, which is not abandoned, dismissed, or vacated within 30 days of the commencement of such proceeding; or

3.5 There shall occur the dissolution, liquidation or termination of existence of the Maker or the sale, conveyance, lease or other disposition of all or substantially all of the assets of the Maker; or

3.6 The Maker shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings which is not vacated within 30 days from the date thereof.

4. Remedies. If there shall occur any Event of Default, Holder may, but shall not be required to, do any or all of the following: (a) without notice, declare the principal amount of this Note to be, and thereupon such principal shall forthwith become immediately due and payable, together with all accrued interest thereon, without notice of acceleration or of intention to accelerate, presentment, demand or protest, all of which are hereby expressly waived; (b) declare that any principal amount of this Note that is not paid when due shall bear Interest, from and after the date when due, at the rate that is the sum of the Applicable Rate and two percent (2%) per annum (the “Past Due Rate”); and (c) exercise any other right or remedy granted by this Note or allowed to it by law, including but not limited to, the rights and remedies of a secured party under the applicable Uniform Commercial Code. Each and every right hereby granted to the Holder or allowed to it by law or this Note shall be cumulative and not exclusive with respect to one another, and may be exercised by the Holder at any time from time to time and as often as may be necessary. The Holder shall have at any time in its discretion the right to enforce collection and payment or liquidation of any of the Collateral by appropriate action or proceedings, and the net amounts received therefrom, after deducting all costs and expenses incurred in connection therewith, shall be applied on account of this Note, all without requirement of prior notice to the Maker. The Holder shall not be bound to take any steps necessary to preserve any rights in the Collateral against prior parties, which the Maker hereby assumes to do. If an attorney is employed to enforce or collect this Note, the Maker agrees to pay the Holder’s reasonable attorneys fees in connection therewith. The Maker promises to pay all reasonable expenses of any nature as soon as incurred with regard to collection of this Note whether in or out of court and whether incurred before or after this Note shall become due at the Maturity Date or otherwise and costs which the Holder may deem necessary or proper in connection with the satisfaction of the indebtedness or realization upon the Collateral.

5. Subordination. This Note (and each provision hereof) is subject in all respects to the Subordination and Intercreditor Agreement, dated as of the date hereof (as amended from time to time, the “Subordination Agreement”), by and among the Maker, the Holder and CNH Finance Fund I, L.P. (the “Lender”). The Maker agrees, and the Holder by accepting this Note has agreed, that the indebtedness evidenced by this Note and the payment of principal thereof and interest thereon are subordinated in right of payment to the prior payment in full of all existing and future Obligations to Lender (as defined in the Subordination Agreement), and that any security interest and lien securing obligations under this Note is second and subordinate to the security interests and liens securing the Obligations to Lender.

6. Warrant. In connection with the issuance and delivery of this Note to the Holder, the Maker shall also issue and deliver to the Holder a warrant, for the purchase of 82,500 shares of Maker common stock at an exercise price of $0.01 per share and which will expire on the third anniversary of the date of issuance.

7. Board Observer Rights. From and after the date hereof and until all amounts under the Note have been repaid, Holder shall have the right to appoint one individual (the “Board Observer”) selected by Holder and reasonably acceptable to Maker as a non-voting observer entitled to attend meetings of Maker’s Board of Directors, and such Board Observer shall be entitled to be delivered all notices and information provided to the members of such Board of Directors (within the same time frames provided to such members) and attend all meetings of such Board of Directors; provided, however, that the Board

Observer may be excluded from receiving such information and materials (or the relevant portions thereof) or from attending such meetings (or the relevant portions thereof) if the Company reasonably determines that such exclusion is necessary to avoid a conflict of interest or to protect attorney-client privilege. The Maker shall reimburse the Board Observer for all reasonable expenses incurred to attend meetings of Maker’s Board of Directors.

8. Use of Proceeds. The Maker shall only use the funds provided pursuant to this Note for Maker’s working capital requirements, general corporate purposes and the items set forth on Schedule I hereto.

9. WAIVER OF JURY TRIAL. THE MAKER HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY AND EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE MAKER AND THE HOLDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE, AND HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THIS ORIGINAL NOTE OR A COPY THEREOF MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE MAKER TO THE WAIVER OF RIGHT TO A TRIAL BY JURY.

10. Consent to Jurisdiction. The Maker hereby consents to the jurisdiction of any state or federal court located in the County of New York, State of New York, and, to the extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to any action instituted in any such court and agrees that process in any such action will be sufficient if served on the Maker by certified mail, return receipt requested or in any manner provided by law. Notwithstanding the foregoing, the holder of this Note shall have the right to bring any action or proceeding against the Maker or Maker’s property in the courts of any other jurisdiction such holder deems necessary or appropriate in order to enforce the obligations of the Maker under this Note.

11. Choice of Law. This Note shall be deemed to have been made and delivered in the State of New York and the rights and obligations of the Holder and the Maker under this Note shall be determined in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof other than mandatory provisions of law.

12. Assignment. This Note shall be binding upon the Maker and its successors and assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns including subsequent holders hereof (collectively, “Assignees”), except that the Maker may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Holder (which consent shall be in the sole and absolute discretion of the Holder). The term “Holder” as used in this Note shall be deemed to include the Holder and its Assignees. The Holder shall, upon notice to the Maker, have the unrestricted right at any time or from time to time, and without the Maker’s consent, to assign all or any portion of its rights and obligations hereunder to any other person, which shall thereupon become vested with all the powers and rights above given to the Holder in respect thereof; provided, however, that any such assignment or transfer of this Note shall be made in accordance with all applicable securities laws, including but not limited to the Act. The Maker agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other documents, instruments and agreements executed in connection herewith as the Holder shall reasonably deem necessary to effect the foregoing.

13. Notices, Etc. Any notice or other communication provided for herein or given hereunder to a party hereto must be in writing, and (a) sent by facsimile transmission, (b) electronic mail, (c) delivered in person, (d) mailed by first class registered or certified mail, postage prepaid, or (e) sent by Federal Express or other overnight courier of national reputation, addressed as follows (and, in the case of notice or other communication to a successor holder of this Note, to such address as such holder may specify by notice in the manner set forth herein): .

If to the Holder:

SM Investors, L.P.

c/o S. Muoio & Co. LLC

509 Madison Ave., suite 406

New York, New York 10022

Fax: (212) 297-2550
Attention: Salvatore Muoio

If to the Maker:

Trans-Lux Corporation

135 East 57th Street, 14th Floor

New York NY 10022

Attention: Todd Dupee, Interim Chief Accounting Officer, Vice President and Controller

14. Miscellaneous. This Note contains the entire agreement among the parties hereto relating to the subject matter hereof. The Maker expressly acknowledges that the Holder has not made and the Maker is not relying upon any oral representations, agreements or commitments of the Holder or any officer, employee, agent or representative thereof. No change, modification, termination, waiver, or discharge, in whole or in part, of this Note shall be effective unless in writing and signed by the party against which such change, modification, termination, waiver, or discharge is sought to be enforced. The Maker hereby (a) waives presentment, demand for payment, protest, notice of protest, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, (b) consents to any and all delays, extensions of time and renewals in connection herewith and as to any available security, (c) consents to any waivers or modifications that may be granted or consented to by the Holder with regard to the time of payment or with respect to any other provisions of this Note and agrees that no such action or failure to act on the part of the Holder shall in any way affect or impair the obligations of the Maker or be construed as a waiver by the Holder of, or otherwise affect, its right to avail itself of any remedy hereunder with the same force and effect as if the Maker had expressly consented to such action or inaction upon the part of the Holder. Upon receipt of an affidavit of an officer of the Holder as to the loss, theft, destruction or mutilation of this Note or any other security document which is not of public record, and, in the case of any mutilation, upon surrender and cancellation of such Note or other security document, the Maker shall issue, in lieu thereof, a replacement Note or other security document in the same principal amount (as such may be adjusted by payments made pursuant hereto) thereof and otherwise of substantially similar terms. At any time after the date hereof, at the reasonable request of the Holder, the Maker shall do or cause to be done all such further acts, and shall execute and deliver such further instruments, assignments, transfers, conveyances or documents as may reasonably be required in order to implement and carry out the intent and purpose of this Note.

[Remainder of page intentionally left blank.]

Signature Page to Subordinated Secured Promissory Note
Trans-Lux Corporation to SM Investors, L.P.

IN WITNESS WHEREOF, the undersigned Maker has signed this Subordinated Secured Promissory Note on the date first above stated.

TRANS-LUX CORPORATION

By:_/s/ Todd Dupee______________

Name: Todd Dupee

Title: Interim Chief Accounting Officer, Vice President & Controller

Acknowledged and Agreed:

SM INVESTORS, L.P.

By:__/s/ Salvatore Muoio__________

Name: Salvatore Muoio

Title:

Managing Member

S. Muoio & Co. LLC

General Partner

SCHEDULE I

Repayment of a loan for approximately $100,000 made to the Maker by Alberto Shaio, the Maker’s Interim Chief Executive Officer, Chief Operating Officer and Senior Vice President.

Repayment of a loan for approximately $45,000 made to the Maker by Todd Dupee, the Maker’s Interim Chief Accounting Officer, Vice President and Controller.

EX-10.2 3 exhibit10_2.htm EXHIBIT 10.2 Exhibit 10.2

Exhibit 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR EVIDENCE REASONABLY SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS NOTE AND RIGHT TO PAYMENT AND COLLATERAL SECURITY HEREUNDER ARE SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT IN FAVOR OF CNH FINANCE FUND I, L.P. AS MORE FULLY SET FORTH THEREIN AND IN SECTION 5 HEREOF.

SUBORDINATED SECURED PROMISSORY NOTE

$670,000.00
June 11, 2018

TRANS-LUX CORPORATION, a Delaware corporation (together with its successors and assigns, the “Maker”), for value received, hereby promises to pay to SM Investors II, L.P. (together with its successors, transferees and assigns, the “Holder”) the principal sum of Six Hundred Seventy Thousand Dollars ($670,000.00), together with interest (computed on the basis of a 360-day year for the actual number of days elapsed) on the unpaid balance of such principal sum from time to time outstanding (“Interest”) at the Applicable Rate (as defined herein) (or, if applicable, the Past Due Rate as herein defined) until this Subordinated Secured Promissory Note (this “Note”) is paid in full, on the terms and provisions set forth in this Note.

2. Payment of Principal and Interest.

3. Events of Default. Each of the following is an “Event of Default”:

3.1 The Maker shall fail to pay any principal of or Interest on this Note as and when due, only if such failure to pay continues for a period of at least five consecutive business days; or

3.2 Any order shall be entered in any proceeding against the Maker decreeing the dissolution, liquidation or winding-up thereof; or

6. Warrant. In connection with the issuance and delivery of this Note to the Holder, the Maker shall also issue and deliver to the Holder a warrant for the purchase of 167,500 shares of Maker common stock at an exercise price of $0.01 per share and which will expire on the third anniversary of the date of issuance.

7. Use of Proceeds. The Maker shall only use the funds provided pursuant to this Note for Maker’s working capital requirements, general corporate purposes and the items set forth on Schedule I hereto.

8. WAIVER OF JURY TRIAL. THE MAKER HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY AND EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE MAKER AND THE HOLDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE, AND HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THIS ORIGINAL NOTE OR A COPY THEREOF MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE MAKER TO THE WAIVER OF RIGHT TO A TRIAL BY JURY.

9. Consent to Jurisdiction. The Maker hereby consents to the jurisdiction of any state or federal court located in the County of New York, State of New York, and, to the extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to any action instituted in any such court and agrees that process in any such action will be sufficient if served on the Maker by certified mail, return receipt requested or in any manner provided by law. Notwithstanding the foregoing, the holder of this Note shall have the right to bring any action or proceeding against the Maker or Maker’s property in the courts of any other jurisdiction such holder deems necessary or appropriate in order to enforce the obligations of the Maker under this Note.

10. Choice of Law. This Note shall be deemed to have been made and delivered in the State of New York and the rights and obligations of the Holder and the Maker under this Note shall be determined in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof other than mandatory provisions of law.

11. Assignment. This Note shall be binding upon the Maker and its successors and assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns including subsequent holders hereof (collectively, “Assignees”), except that the Maker may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Holder (which consent shall be in the sole and absolute discretion of the Holder). The term “Holder” as used in this Note shall be deemed to include the Holder and its Assignees. The Holder shall, upon notice to the Maker, have the unrestricted right at any time or from time to time, and without the Maker’s consent, to assign all or any portion of its rights and obligations hereunder to any other person, which shall thereupon become vested with all the powers and rights above given to the Holder in respect thereof; provided, however, that any such assignment or transfer of this Note shall be made in accordance with all applicable securities laws, including but not limited to the Act. The Maker agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other documents, instruments and agreements executed in connection herewith as the Holder shall reasonably deem necessary to effect the foregoing.

12. Notices, Etc. Any notice or other communication provided for herein or given hereunder to a party hereto must be in writing, and (a) sent by facsimile transmission, (b) electronic mail, (c) delivered in person, (d) mailed by first class registered or certified mail, postage prepaid, or (e) sent by Federal Express or other overnight courier of national reputation, addressed as follows (and, in the case of notice or other communication to a successor holder of this Note, to such address as such holder may specify by notice in the manner set forth herein): .

If to the Holder:

SM Investrors II, L.P.
c/o S. Muoio & Co. LLC
509 Madison Ave., suite 406
New York, New York 10022
Fax: (212) 297-2550
Attention: Salvatore Muoio

If to the Maker:

Trans-Lux Corporation
135 East 57th Street, 14th Floor
New York NY 10022
Attention: Todd Dupee, Interim Chief Accounting Officer, Vice President and Controller

13. Miscellaneous. This Note contains the entire agreement among the parties hereto relating to the subject matter hereof. The Maker expressly acknowledges that the Holder has not made and the Maker is not relying upon any oral representations, agreements or commitments of the Holder or any officer, employee, agent or representative thereof. No change, modification, termination, waiver, or discharge, in whole or in part, of this Note shall be effective unless in writing and signed by the party against which such change, modification, termination, waiver, or discharge is sought to be enforced. The Maker hereby (a) waives presentment, demand for payment, protest, notice of protest, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, (b) consents to any and all delays, extensions of time and renewals in connection herewith and as to any available security, (c) consents to any waivers or modifications that may be granted or consented to by the Holder with regard to the time of payment or with respect to any other provisions of this Note and agrees that no such action or failure to act on the part of the Holder shall in any way affect or impair the obligations of the Maker or be construed as a waiver by the Holder of, or otherwise affect, its right to avail itself of any remedy hereunder with the same force and effect as if the Maker had expressly consented to such action or inaction upon the part of the Holder. Upon receipt of an affidavit of an officer of the Holder as to the loss, theft, destruction or mutilation of this Note or any other security document which is not of public record, and, in the case of any mutilation, upon surrender and cancellation of such Note or other security document, the Maker shall issue, in lieu thereof, a replacement Note or other security document in the same principal amount (as such may be adjusted by payments made pursuant hereto) thereof and otherwise of substantially similar terms. At any time after the date hereof, at the reasonable request of the Holder, the Maker shall do or cause to be done all such further acts, and shall execute and deliver such further instruments, assignments, transfers, conveyances or documents as may reasonably be required in order to implement and carry out the intent and purpose of this Note.

[Remainder of page intentionally left blank.]

Signature Page to Subordinated Secured Promissory Note
Trans-Lux Corporation to SM Investors II, L.P.

IN WITNESS WHEREOF, the undersigned Maker has signed this Subordinated Secured Promissory Note on the date first above stated.

TRANS-LUX CORPORATION

By:_/s/ Todd Dupee______________

Name: Todd Dupee

Title: Interim Chief Accounting Officer, Vice President & Controller

Acknowledged and Agreed:

SM INVESTORS II, L.P.

By: /s/Salvatore Muoio____________

Name: Salvatore Muoio

Title:

Managing Member

S. Muoio & Co. LLC

General Partner

SCHEDULE I

Repayment of a loan for approximately $100,000 made to the Maker by Alberto Shaio, the Maker’s Interim Chief Executive Officer, Chief Operating Officer and Senior Vice President.

Repayment of a loan for approximately $45,000 made to the Maker by Todd Dupee, the Maker’s Interim Chief Accounting Officer, Vice President and Controller.

EX-10.3 4 exhibit10_3.htm EXHIBIT 10.3 Exhibit 10.3

Exhibit 10.3

WAIVER, CONSENT AND NINTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT

THIS WAIVER, CONSENT AND NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of June 11, 2018, is made and entered into by and among CNH FINANCE FUND I, L.P. formerly known as SCM Specialty Finance Opportunities Fund, L.P., a Delaware limited partnership (“Lender”) and TRANS-LUX CORPORATION, a Delaware corporation (“Trans-Lux”), TRANS-LUX DISPLAY CORPORATION, a Delaware corporation (“TDC”), TRANS-LUX MIDWEST CORPORATION, an Iowa corporation (“TMC”), TRANS-LUX ENERGY CORPORATION, a Connecticut corporation (“TEC”, and together with Trans-Lux, TDC, and TMC, individually and collectively, “Borrower”).

WHEREAS, Borrower and Lender are parties to that certain Credit and Security Agreement dated as of July 12, 2016 (as the same has been and may from time to time be amended, restated, supplemented or otherwise modified, collectively, the “Credit Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Lender has made certain credit facilities available to Borrower. The Credit Agreement and all instruments, documents and agreements executed in connection therewith, or related thereto are referred to herein collectively as the “Loan Documents.”

WHEREAS, Borrower has requested and Lender has agreed to, among other things, (i) waive the Specified Defaults (as defined herein) and (ii) amend the terms and conditions of the Loan Documents, in each case pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Defined Terms. Initially capitalized terms used herein and not defined herein that are defined in the Credit Agreement shall have the meanings assigned to them in the Credit Agreement (as amended hereby).

2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) The following defined term contained in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Subordination Agreement” means each agreement, including the Closing Date Subordination Agreement, the Penner Subordination Agreement and the Carlisle Subordination Agreement and any other subordination or intercreditor agreement, between Lender and another creditor of Borrowers, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Indebtedness owing from any Borrower(s) and/or the Liens securing such Indebtedness granted by any Borrower(s) to such creditor are subordinated to the Obligations and the Liens created under the Loan Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and be acceptable to Lender in the exercise of its sole discretion.

“Subordinated Debt” means any Indebtedness incurred by Borrower(s) with the prior written consent of Lender that is subordinated to the Obligations (and which Indebtedness is identified as being subordinate to the Obligations by Borrower and Bank) pursuant to a Subordination Agreement and Subordination Debt Documents, all of which shall be acceptable to Lender in its sole and absolute discretion, including the Closing Date Subordinated Debt, the Note and Debenture Subordinated Debt, the Penner Subordinated Debt and the Carlisle Subordinated Debt.

“Subordinated Debt Documents” means (i) all credit and security agreements and any other documents evidencing and/or securing Subordinated Debt, including the Closing Date Subordinated Debt Documents, the Penner Subordinated Debt Documents and the Carlisle Subordinated Debt Documents, and (ii) the Note and Debenture Subordinated Debt Documents, which are subordinated by their terms, all of which documents must be in form and substance acceptable to Lender in its sole discretion.

(b) Subsection (ix) of the definition of “Permitted Indebtedness” contained in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(ix) Subordinated Debt;

(c) The definition of “Permitted Liens” contained in Section 1.2 of the Credit Agreement is hereby amended by amending and restating subsection (o) thereof in its entirety to read as follows:

(o) Liens and encumbrances securing Subordinated Debt to the extent such Liens and encumbrances are subject to a Subordination Agreement and are fully subordinated to the Liens and encumbrances securing the Obligations.

(d) Section 7.12 of the Credit Agreement is hereby amended by amending and restating subsection (b) therein in its entirety to read as follows:

(b) Notwithstanding anything to the contrary contained herein, so long as no Event of Default exists under the Loan Documents, Borrower may make (x) regularly scheduled monthly payments of interest and principal on Subordinated Debt in accordance with the applicable Subordinate Debt Documents, provided that the Borrower shall not make any prepayments of principal or interest on Subordinated Debt. Notwithstanding the foregoing, Borrower may (x) (i) prepay the principal and/or interest as set forth in the Penner Subordinated Creditor Debt

Documents and/or (ii) pay Penner Subordinated Creditor on the Maturity Date (as defined in the Penner Subordinated Creditor Debt Documents) the balloon principal payment of the total outstanding principal amount of the indebtedness in an amount of up to $1,500,000, plus any accrued interest and other note related charges due and owing as set forth in the Penner Subordinated Creditor Debt Documents and (y) (i) prepay the principal and/or interest as set forth in the Carlisle Subordinated Creditor Debt Documents and/or (ii) pay Carlisle Subordinated Creditor on the Maturity Date (as defined in the Carlisle Subordinated Creditor Debt Documents, as in effect on October 10, 2017) the balloon principal payment of the total outstanding principal amount of the indebtedness in an amount of up to $500,000, plus any accrued interest and other note related charges due and owing as set forth in the Carlisle Subordinated Creditor Debt Documents; provided, however, Borrower shall only be permitted to make such payment(s) to the extent Lender has received from Borrower a certificate, in form and substance reasonably satisfactory to Lender, signed on behalf of Borrower by a duly authorized officer of Borrower and dated as of the date of such payment(s) certifying, among other things, (i) that no Event of Default exists under the Loan Documents or would result from the making of such payment(s) and (ii) all supporting documentation.

(e) Section 8.1 of the Credit Agreement is hereby amended by amending and restating subsection (n) in its entirety to read as follows:

(n)

Any Credit Party is in default, which default is not cured within any applicable grace period or cure period or waived, under any Subordinated Debt Document.

3. Consent. Subject to the terms and conditions hereof, the Lender hereby consents to the incurrence of Subordinated Debt (i) in the amount of $330,000.00 to SM Investors, L.P. (the “SM Investors Debt”) pursuant to the Subordinated Secured Promissory Note dated as of the date hereof (the “SM Investors Note”), made by Trans-Lux, and (i) in the amount of $670,000.00 to SM Investors II, L.P. (collectively with the SM Investors Debt “SMI Subordinate Debt”) pursuant to the Subordinated Secured Promissory Note dated as of the date hereof (together with the SM Investor Note, the “SMI Subordinated Notes”), made by Trans-Lux.

4. Representations and Warranties. Borrower represents and warrants to Lender that, before and after giving effect to this Agreement:

(a) All warranties and representations made to Lender under the Credit Agreement and the Loan Documents are accurate in all material respects on and as of the date hereof as if made on and as of the date hereof, before and after giving effect to this Agreement.

(b) The execution, delivery and performance by each Credit Party of this Agreement and any assignment, instrument, document, or agreement executed and delivered in connection herewith and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite action of the appropriate Credit Party and have been duly executed and delivered by or on behalf of such Credit Party; (ii) do not violate any provisions of (A) applicable law, statute, rule, regulation, ordinance or tariff, (B) any order of any Governmental Authority binding on any Credit Party or any of the Credit Parties’ respective properties the effect of which would reasonably be expected to have a Material Adverse Effect, or (C) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) of each Credit Party, or any agreement between any Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (iii) are not in conflict with, and do not result in a breach or default of or constitute an Event of Default, or an event, fact, condition, breach, Default or Event of Default under, any indenture, agreement or other instrument to which any Credit Party is a party, or by which the properties or assets of any Credit Party are bound, the effect of which would reasonably be expected to have a Material Adverse Effect; (iv) except as set forth herein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any Credit Party, and (v) do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or Credit Party unless otherwise obtained.

(c) This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection herewith constitutes the legal, valid and binding obligation of each respective Credit Party, enforceable against such Credit Party in accordance with its respective terms.

(d) Except for the Specified Defaults, no Default or Event of Default has occurred and is continuing or would exist under the Credit Agreement or any of the Loan Documents, before and after giving effect to this Agreement.

5. Conditions Precedent. The amendments set forth in Section 2 and the limited waiver set forth in Section 5 shall be effective upon completion of the following conditions precedent (with all documents to be in form and substance satisfactory to Lender and Lender’s counsel):

(a) Lender shall have received this Agreement duly executed by Borrower;

(b) Lender shall have received executed copies, in form and substance satisfactory to Lender, of the SMI Subordinated Notes and any other agreements, documents and instruments related to the SMI Subordinated Debt, including the Subordination and Intercreditor Agreement by and among the Lender, the SMI Investors and Trans-Lux;

(d) Payment of all other fees, charges and expenses payable to Lender on or prior to the date hereof, if any; and

(e) Borrower shall have executed and/or delivered such additional documents, instruments and agreements as requested by Lender.

6. Post-Closing Obligations.

(a) Lender shall have received detailed cash-flow projections, in form and level of detail satisfactory to Lender, for the remainder of 2018 and 2019 on or before June 15, 2018; and

(b) Borrower and Lender shall have entered into a tenth amendment to the Credit Agreement, in form and substance satisfactory to Lender in its sole discretion, on or before June 30, 2018, which amendment shall amend and restate certain financial covenants set forth in the Credit Agreement.

7. Limited Waiver of Specified Defaults. Borrower has failed (i) to comply with the Loan Turnover Rate covenant as of the calendar months ending April 30, 2018 as required pursuant to Section 7.1 of the Credit Agreement, (ii) to comply with the Fixed Charge Coverage Ratio covenant as of the calendar months ending April 30, 2018 as required pursuant to Section 7.1 of the Credit Agreement, each of which constitutes an Event of Default under the Credit Agreement (the “Specified Defaults”). Lender hereby waives compliance by the Borrower with respect to the Specified Defaults only. The Lender’s waiver of non-compliance with the Credit Agreement is limited to the specific instance of the Specified Defaults and shall not be deemed a waiver of or consent to any other failure to comply with the terms of the Credit Agreement. Such waiver shall not prejudice or constitute a waiver of any right or remedies which the Lender may have or be entitled to with respect to any other provision of the Credit Agreement. The waiver is for these particular instances and shall not be construed as a waiver of any other presently existing or future Event of Default.

8. Miscellaneous.

(a) Reference to the Effect on the Credit Agreement. Upon the effectiveness of this Agreement, each reference in (i) the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import or (ii) the other Loan Documents to “the Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by this Agreement.

(b) Ratification. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof.

(c) Release. By execution of this Agreement, Borrower acknowledges and confirms that Borrower does not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrower voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents,

representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely releases and forever discharges Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

(d) Security Interest. Borrower hereby confirms and agrees that all security interests and liens granted to Lender continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any liens other than liens in favor of Lender and Permitted Liens. Nothing herein contained is intended to in any way impair or limit the validity, priority and extent of Lender’s existing security interest in and liens upon the Collateral.

(e) Costs and Expenses. Borrower agrees to pay on demand all usual and customary costs and expenses of Lender and/or its Affiliates in connection with the preparation, execution, delivery and enforcement of this Agreement and all other agreements and instruments executed in connection herewith, including, without limitation (i) reasonable attorneys’ fees and expenses of Lender’s counsel and (ii) all costs and expenses of Lender (including reasonable attorneys’ fees and expenses) in connection with Lender’s counsel performing searches on or about the date hereof in connection with Lender’s rights under Section 2.10(e) of the Credit Agreement.

(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS.

(g) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement. Signatures sent by facsimile or electronic mail shall be deemed originals for all purposes and shall bind the parties hereto.

(h) Loan Document. This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection with or pursuant to this Agreement shall be deemed to be a “Loan Document” under and as defined in the Credit Agreement for all purposes.

[Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first hereinabove written.

BORROWER: TRANS-LUX CORPORATION, a Delaware corporation

TRANS-LUX DISPLAY CORPORATION, a Delaware corporation

TRANS-LUX MIDWEST CORPORATION, an Iowa corporation

TRANS-LUX ENERGY CORPORATION, a Connecticut corporation

By: /s/ Todd Dupee_________________________

Name: Todd Dupee
Title: Vice President and Controller

As Vice President and Controller of each of the above entities and, in such capacity, intending by this signature to legally bind each of the above entities

Signature Page to Waiver, Consent and Ninth Amendment to Credit and Security Agreement

LENDER: CNH FINANCE FUND I, L.P. formerly known as

SCM Specialty Finance Opportunities Fund, L.P, a Delaware limited partnership

By: /s/ Timothy Peters_________________________

Name: Timothy Peters
Title: Authorized Signatory

Signature Page to Waiver, Consent and Ninth Amendment to Credit and Security Agreement

EX-10.4 5 exhibit10_4.htm EXHIBIT 10.4 Exhibit 10.4

Exhibit 10.4

SUBORDINATION AND INTERCREDITOR AGREEMENT

THIS Subordination and Intercreditor Agreement (this “Agreement”) dated as of June 11, 2018 is entered into between CNH FINANCE FUND I, L.P. (formerly known as SCM Specialty Finance Opportunities Fund, L.P.), a Delaware limited partnership (together with its successors and assigns, the “Lender”), SM INVESTORS, L.P. and SM INVESTORS II, L.P., each a Delaware limited partnership (together, the “Creditor”), and acknowledged and agreed to by TRANS-LUX CORPORATION, a Delaware corporation (together with its successors and assigns, the “Borrower”).

RECITALS

The Borrower currently is, or will become, indebted to Creditor under the Creditor Documents. Any term used but not defined in these Recitals shall have the meaning given thereto in Section 1 below.

Borrower and Lender are parties to that certain Credit and Security Agreement dated as of July 12, 2016 (as the same has been and may from time to time be amended, restated, supplemented or otherwise modified, collectively, the “Credit Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Lender has made certain secured credit facilities available to Borrower.

This Agreement is required under the Credit Agreement in order for the Borrower to incur Obligations to Creditor, and Lender also requires that the parties enter into this Agreement as condition to it continuing to provide credit under the Credit Agreement.

Therefore, in consideration of the foregoing and as more fully set forth below, to establish that the claims and lines of the Creditor are subordinate to the claims and liens of the Lender, and to memorialize certain other agreements with respect to the enforcement of the parties’ respective rights and remedies against Borrower and any other Obligors, the parties hereto agree as follows.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:

1. Definitions. The following terms, as used in this Agreement, shall have the following meanings:

(a) “Agreement” means this Subordination and Intercreditor Agreement and any and all amendments, modifications, riders, exhibits and schedules hereto.

(b) “Borrower” has the meaning set forth in the recitals to this Agreement.

(c) “Collateral” means and includes all now-owned and hereafter-acquired personal property of all Obligors, whether tangible or intangible, including without limitation all goods (including inventory, machinery, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles).

(d) “Common Obligor” has the meaning given to such term in the definition of Obligations to Lender below.

(e) “Creditor” has the meaning set forth in the preamble to this Agreement.

(f) “Creditor’s Documents” means and includes those certain agreements, instruments and documents set forth and described in Exhibit A hereto between Creditor and Borrower.

(g) “Lender” has the meaning set forth in the preamble to this Agreement.

(h) “Lender’s Documents” means any and all agreements, instruments and documents, together with any amendments thereto or replacements thereof, entered into from time to time between Lender and any Obligor(s), including without limitation that certain Loan and Security Agreement dated on or about the date hereof, executed by and between Borrower and Lender.

(i) “Obligations to Creditor” means and includes all indebtedness, liabilities and other obligations owing by Obligors to Creditor pursuant to the Creditor Documents, including but not limited to Borrower’s indebtedness to Creditor pursuant to the Creditor Documents, the total outstanding principal amount of which will not exceed $1,000,000.00 (the “Loan Amount”).

(j) “Obligations to Lender” means and includes all indebtedness, liabilities and other obligations (including all interest accruing after the commencement of any bankruptcy, reorganization, or similar proceeding by or against any party set forth in (i) or (ii) below) owed to Lender at any time, and from time to time, by any of the following parties: Borrower, under Lender’s Documents or otherwise, and any other person or entity obligated to Lender in connection with the obligations of Borrower set forth in (i) above, including without limitation any guarantor of such obligations, but only if such person or entity is also obligated to Creditor in connection with the obligations of Borrower to Creditor under the Creditor Documents. Any such person(s) and/or entity(ies) are referred to herein, individually and collectively, as “Common Obligors.”

(k) “Obligor(s)” means, individually and collectively, Borrower and all Common Obligors, if any.

Except as defined in this Agreement, all terms used in this Agreement shall have the meanings provided in the New York Uniform Commercial Code.

2. Construction. Unless the context of this Agreement clearly requires otherwise, references to the part include the whole, “including” is not limiting, and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, exhibit, and schedule references are to this Agreement unless otherwise specified.

3. Amendments and Waivers of Agreement. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed on behalf of Lender and Creditor in the case of an amendment, and by the party waiving in the case of a waiver.

4. Parties Intended to be Benefited. All of the understandings, covenants, and agreements contained herein are solely for the benefit of Lender and Creditor, and no other party (including Borrower, any other Obligor, or any of their creditors, successors, or assigns) is intended to be benefited, in any way, by this Agreement.

5. No Limitation Intended. Nothing contained in this Agreement is intended to or shall affect or limit, in any way, the rights that each of Lender and Creditor has with respect to any third parties. Lender and Creditor hereby specifically reserve all of their respective rights against all Obligors, and all other third parties.

6. Respective Priorities of Security Interests of Lender and Creditor. Notwithstanding the terms (including the description of Collateral) or time of granting or perfection of any security interest or lien, the time of filing or recording of any financing statements, assignments, or any other documents, instruments, or agreements under the Uniform Commercial Code or any other applicable law, Lender shall have a first-priority and senior security interest in and lien upon the Collateral.

Creditor agrees that it will not at any time (directly or indirectly) contest the validity, perfection, priority or enforceability of the security interest and liens in any property or assets of any Obligor granted, made, conveyed, assigned or pledged to Lender pursuant to Lender’s Documents, and hereby agrees not to hinder Lender or take a position adverse to Lender in the defense of any action contesting the validity, perfection, priority or enforceability of any such security interest and liens. The provisions of this Agreement shall apply regardless of any invalidity, unenforceability or lack of perfection of the security interests and liens granted by Obligor in favor of Lender.

7. Commencement of Enforcement

(a) Creditor agrees that it will not interfere with Lender’s security interests in and liens upon the Collateral, or take any action by way of enforcement upon the Collateral;

(b) If Creditor, in violation of this Agreement, shall commence, prosecute or participate in any action by way of enforcement or application of its security interest in or lien upon any Collateral, or in any manner interfere with Lender’s security interests in or lien upon any Collateral, then the Lender may interpose as a defense or plea the making of this Agreement and Lender may intervene and interpose such defense or plea in its own name or in the name of Borrower or any other Obligor, or restrain the enforcement of any security interest or lien in its own name or in the name of Borrower or any other Obligor.

8. Default; Standstill Period

(a) Creditor shall promptly give Lender written notice of any event of default under any of Creditor Documents. Creditor agrees that it will provide Lender written notice of any event of default under any of Creditor Documents prior to taking any Collateral Enforcement Action (as defined below) with respect to any Collateral, and that Creditor will not to take any Collateral Enforcement Action (as defined below) with respect to any Collateral (or any Other Enforcement Action) during any Standstill Period (as defined below).

(b) As used herein, “Collateral Enforcement Action” means any action to collect, take possession of, foreclose upon, or exercise any other rights or remedies with respect to, any of the Collateral, judicially or non-judicially, or attempt to do any of the foregoing.

(c) As used herein, “Other Enforcement Action” means any action to accelerate the maturity of the Obligations to Creditor, commence or join in any action or proceeding to recover any amounts due with respect to the Obligations to Creditor, commence or join in, or encourage others to file, any involuntary bankruptcy petition or similar judicial proceeding against Borrower.

(d) As used herein, “Standstill Period” means a period commencing on the date Lender receives written notice from Creditor that an event of default under one or more of the Creditor Documents has occurred, and ending one hundred and twenty (120) days after such written notice has been received by Lender. Creditor acknowledges that this provision is reasonable due to the risk of diminution in value of Collateral resulting from the enforcement by Creditor of its rights against Collateral.

9. Effectiveness of Agreements. The subordinations and relative priority agreements set forth herein are expressly conditioned upon the non-voidability and the perfection of the security interest or lien to which another security interest or lien is subordinated and if the security interest or lien to which another security interest or lien is subordinated is not perfected or is voidable for any reason, then the subordination provided for herein shall not be effective as to the particular Collateral encumbered by the unperfected or voidable security interest or lien. The agreements set forth herein shall remain in full force and effect until the earlier to occur of: the indefeasible payment in full of all Obligations to Creditor, and the termination of the Creditor Documents; or the indefeasible payment in full of all Obligations to Lender, and the termination of the Lender’s Documents, regardless of whether any party hereto in the future seeks to rescind, amend, terminate or reform by litigation or otherwise, their respective agreements with Borrower or any other Obligor.

10. Debt Subordination

(a) Except as set forth in subsection (b) below, Creditor hereby agrees that all of the Obligations to Creditor are subordinate to the Obligations to Lender, and Creditor hereby subordinates payment and performance by Borrower and any other Obligor of all Obligations to Creditor in favor of payment and performance by Borrower and any other Obligor of all Obligations to Lender. Creditor further agrees that it will not demand, accept, or receive from Borrower or any other Obligor any payment or performance of any Obligations to Creditor (except for Permitted Payments, as defined in subsection (b) below) until all of Obligations to Lender have been indefeasibly paid in full in cash, and performed in favor of Lender, and Lender’s Documents have been terminated. If any payments in violation of the foregoing sentence are remitted to Creditor by Borrower or any other Obligor, Creditor will receive them in trust for Lender and will forward to Lender the same forthwith.

(b) Notwithstanding the foregoing, so long as no Event of Default exists under Lender’s Documents and no default has occurred under the Creditor’s Documents, Borrower may pay Creditor (I) regularly scheduled monthly or quarterly payments of interest and principal as set forth (and to the extent set forth) in the Creditor’s Documents (the “Regular Periodic Payments”), and (II) the entire principal amount and all accrued and unpaid non-default interest thereon as set forth (and to the extent set forth) in the Creditor’s Documents on the earlier of (A) June 11, 2020 or (B) the closing date of any public or private offering of equity or debt of the Borrower for gross proceeds to Borrower of at least $1,000,000.00 (the “Gross Offering Proceeds”). For the avoidance of doubt, Regular Periodic Payments shall not include any prepayments of principal or interest. For the avoidance of doubt, permitted payments under the foregoing clause (II) (collectively with Regular Periodic Payments, “Permitted Payments”) shall not exceed the amount of Gross Offering Proceeds received by Borrower.

(c) Upon a distribution of the assets or readjustment of the indebtedness of any Obligor by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the debts of such Obligor, or the application of the assets of such Obligor to the payment or liquidation thereof, Creditor acknowledges that the payment and satisfaction of the Obligations to Lender in full, in cash, shall have priority over the payment and satisfaction of the Obligations to Creditor. Lender is irrevocably authorized and empowered to receive and collect any and all dividends, payments and distributions made on account of any proof of claim relating to the Obligations to Creditor in whatever form the same may be paid or issued until the Obligations to Lender is irrevocably paid in full in cash and the Lender’s Documents are terminated. Creditor agrees that if Creditor does not file a proof of claim, Lender may do so on behalf of Creditor. If Creditor does file a proof of claim in respect of the Obligations to Creditor, Creditor shall execute and deliver to Lender such assignments or other instruments as Lender may require to enable Lender to collect all dividends, payments and distributions which may be made at any time on account of the Obligations to Creditor until the Obligations to Lender are irrevocably paid in full in cash and the loan documents are terminated.

11. Creditor Representations, Warranties, and Covenants. Creditor represents and warrants to Lender that, except as specified in this Agreement, there are no other Obligations to Creditor. Creditor agrees in favor of Lender that no additional Obligations to Creditor shall be incurred by any Obligor in favor of Creditor (without Lender’s prior written consent). Creditor agrees that no additional obligations of any kind shall be incurred by Borrower or any other Obligor in favor of Creditor without Lender’s prior written consent. Creditor agrees that it will not, without Lender’s prior written consent, obtain (and represents and warrants that in anticipation of entering into this Agreement it has not obtained) any new or additional collateral from Borrower or any other Obligor to secure any of Obligations to Creditor.

12. Notice. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties hereto, or whenever any of the parties desires to give or serve upon the other communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or any other communication shall be in writing and shall be delivered either in person, with receipt acknowledged, or registered or certified mail, return receipt requested, postage prepaid, or by telefacsimile, addressed as follows:

If to Creditor:

SM Investors, L.P.

SM Investors II, L.P.

Each c/o S. Muoio & Co. LLC

509 Madison Ave., suite 406

New York, New York 10022

Fax: (212) 297-2550
Attention: Salvatore Muoio

If to Lender:

CNH Finance Fund I, L.P.
330 Railroad Avenue
Greenwich, CT 06830
Attention: Tim Peters
Phone: (203) 742-3051
Fax: (203) 742-3072
Email: tpeters@cnhfinance.com

or at such other address as may be substituted by notice given as herein provided. Giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, or on the date actually received via telefacsimile transmission, or three days after the same shall have been deposited in the United States mail.

13. Insolvency Proceedings. This Agreement shall continue in full force and effect after the filing by or against any Obligor of a petition under the U.S. Bankruptcy Code (the “Code”) or in the event of any other insolvency proceeding or readjustment of any or all of the debts of any Obligor including an assignment for the benefit of creditor, the appointment of a receiver for any Obligor’s business or assets, a composition or arrangement, or any other action or proceeding involving the dissolution or winding up of the affairs of any Obligor’s business or assets (individually and collectively, an “Insolvency Proceeding”). All references herein to any Obligor shall be deemed to apply to a trustee for such Obligor’s bankruptcy estate and to such Obligor as debtor in possession. If any Obligor becomes subject to a case under the Code and if

Lender desires to permit the use of its cash collateral and/or to provide post-petition financing to such Obligor, Creditor agrees as follows: adequate notice to Creditor shall be deemed to have been provided for such use of cash collateral or post-petition financing if Creditor receives notice as provided under applicable local rules or pursuant to an order of the bankruptcy court with respect to a hearing on a request to approve such use of cash collateral or post-petition financing; and no objection shall be raised by Creditor to any such use of cash collateral or post-petition financing on any ground. Creditor agrees that no objection shall be raised by Creditor to any motion made by Lender and/or such Obligor (if such motion of Obligor is supported or consented to by Lender): to allow the sale of Collateral free and clear of all liens pursuant to §363 of the Code, and Creditor consents to such sale; for relief from the automatic stay under the Code to foreclose upon and sell any Collateral; or seeking adequate protection under the Code. Without Lender’s prior written consent, Creditor agrees that it will not seek to provide post-petition financing secured by liens on any Collateral that are pari passu or senior to the liens of Lender or seek adequate protection.

14. Waiver of Marshalling. Creditor waives and renounces any rights, under any applicable law, which it may have, whether at law or in equity, to require Lender to marshal any of the collateral subject hereto or any other assets of Borrower or any other Obligor, or any portion thereof, or to otherwise seek satisfaction from any particular assets of Borrower or any other Obligor or from any third party.

15. Agreement to Hold In Trust. If Creditor shall receive any payment on account of proceeds of sale or other disposition of Collateral, then it shall hold such payment in trust for the benefit of the Lender and promptly pay it over to the Lender for application in payment of Obligations to Lender.

16. Rights to Amend Documents And Discontinue Financing. Lender hereby reserves the right, in its sole discretion, to modify, amend, waive or release any of the terms of Lender’s Documents. Creditor shall not modify, amend, waive or release any of the terms of Creditor’s Documents with the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed.

17. Additional Documents. Creditor agrees to execute and deliver, upon the request of the Lender, such documents and instruments (appropriate for filing, if requested) as may be necessary or appropriate to fully implement or to fully evidence the understandings and agreements contained in this Agreement. In furtherance of the foregoing, Creditor hereby consents to any sale or other disposition of Collateral approved by Lender regardless of whether an event of default exists under Lender’s Documents or Creditor’s Documents and regardless of whether Creditor receives any proceeds from such sale or other disposition, and Creditor agrees to release its liens and security interests (if any) on Collateral. Creditor waives any claim against Lender arising out of or relating to Creditor’s consent to such sale or other disposition.

Without limiting the foregoing, in the event that all or part of any of Obligations to Lender are hereafter refinanced, Creditor and Borrower each agrees to enter into one or more new agreements with the refinancing lender or lenders on terms identical to those of this Agreement (including with respect to the subordination of Creditor’s claims and liens).

18. Distribution of Proceeds of Collateral. All proceeds of Collateral subject to this Agreement received by Creditor or Lender upon the exercise of any of its respective rights therein shall be distributed as follows:

(a) Proceeds of any Collateral shall be applied to Obligations to Lender in accordance with the terms of Lender’s Documents.

(b) After all Obligations to Lender have been indefeasibly paid in full in cash, and Lender’s Documents have all been terminated, the balance, if any, of the proceeds of any Collateral subject to this Agreement shall be paid to Creditor.

(c) After all Obligations to Creditor have been indefeasibly paid in full in cash, and Creditor’s Documents have all been terminated, the balance, if any, of the proceeds of any Collateral subject to this Agreement shall be paid to Borrower or as otherwise required by law.

19. Independent Credit Investigations. Neither Creditor nor Lender shall be responsible to the other for Borrower’s or any other Obligor’s solvency, financial condition or ability to repay any Obligations to Creditor or any Obligations to Lender, or for statements of Borrower or any other Obligor, oral or written, or for the validity, priority, sufficiency or enforceability of Obligations to Creditor, Obligations to Lender, Creditor’s Documents, Lender’s Documents, or any lien or security interest granted by Borrower or any other Obligor to Creditor or Lender. Each of Creditor and Lender has entered into its respective financing agreements with Borrower and any and all other Obligors based upon its own independent investigation and makes no warranty or representation to the other nor does it rely upon any warranty or representation of the other with respect to any of such matters.

20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS. ANY JUDICIAL PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK, OR, AT THE SOLE OPTION OF LENDER, IN ANY OTHER COURT IN WHICH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT (I) ACCEPTS THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (II) WAIVES PERSONAL SERVICE OF PROCESS, (III) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, PURSUANT TO SECTION 12 HEREOF, AND (IV) WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE OR CONVENIENCE.

21. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

22. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Creditor and Lender.

23. WAIVER OF TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY. THE PREVAILING PARTY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE ENTITLED TO ITS ATTORNEYS’ FEES AND COSTS.

24. Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Agreement. This Agreement shall become effective upon the execution of a counterpart of this Agreement by each of the parties hereto.

25. Electronic Signature. This Agreement, or a signature page thereto intended to be attached to a copy of this Agreement, signed and transmitted by facsimile machine, telecopier, or other electronic means (including via transmittal of a “pdf” file) shall be deemed and treated as an original document. The signature of any person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the persons who executed the facsimile, telecopy or other electronic document. No party hereto may raise the use of a facsimile machine, telecopier or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier or other electronic means as a defense to the enforcement of this Agreement.

[Signature Pages to Follow]

Signature Page to Mutual Lien Intercreditor Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first herein above set forth.

CREDITOR:

SM INVESTORS, LP


	By:	/s/ Salvatore Muoio
	Name:	Salvatore Muoio
	Title:	Managing Member S Muoio & Co. LLC General Partner



	SM INVESTORS II, LP


	By:	/s/ Salvatore Muoio
	Name:	Salvatore Muoio
	Title:	Managing Member S Muoio & Co. LLC General Partner


	CNH FINANCE FUND I, L.P., a Delaware limited partnership (“Lender”)

	By:	/s/ Timothy Peters
	Name:	Timothy Peters
	Title:	Authorized Signatory

ACKNOWLEDGEMENT

The undersigned hereby acknowledges that it has received a copy of the foregoing Subordination and Intercreditor Agreement and agrees and consents thereto, and agrees to recognize all rights granted thereby to the parties thereto, and will not act or perform any obligation, which is not in accordance with the agreements set forth in such Agreement.

Dated as of June 11, 2018

TRANS-LUX CORPORATION

(“Borrower”)


	By:	/s/ Todd Dupee
	Name:	Todd Dupee
	Title:	Interim Chief Accounting Officer, VP & Controller

Signature Page to Acknowledgement of Subordination and Intercreditor Agreement

Exhibit A

Subordinated Secured Promissory Note in the principal sum of $330,000.00 made by Trans-Lux Corporation payable to the order of SM Investors, L.P., dated as of June 11, 2018; and

Subordinated Secured Promissory Note in the principal sum of $670,000.00 made by Trans-Lux Corporation payable to the order of SM Investors II, L.P., dated as of June 11, 2018.

BORROWER:		TRANS-LUX CORPORATION, a Delaware corporation
		TRANS-LUX DISPLAY CORPORATION, a Delaware corporation
		TRANS-LUX MIDWEST CORPORATION, an Iowa corporation
		TRANS-LUX ENERGY CORPORATION, a Connecticut corporation

		By: /s/ Todd Dupee_________________________
		Name: Todd Dupee
		Title: Vice President and Controller

		As Vice President and Controller of each of the above entities and, in such capacity, intending by this signature to legally bind each of the above entities

LENDER:	CNH FINANCE FUND I, L.P. formerly known as
	SCM Specialty Finance Opportunities Fund, L.P, a Delaware limited partnership

	By: /s/ Timothy Peters_________________________
	Name: Timothy Peters
	Title: Authorized Signatory