TRANS-LUX CORPORATION (OTCMKTS:TNLX) Files An 8-K Entry into a Material Definitive Agreement

TRANS-LUX CORPORATION (OTCMKTS:TNLX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01       

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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 3, 2020, Trans-Lux Corporation (the “Company”) entered into a Modification Agreement (the “Modification Agreement”) of that certain Loan Agreement (the “Loan Agreement”) with its wholly-owned subsidiaries FairPlay Corporation (jointly, severally and collectively, “Borrowers” and each a “Borrower”), and Trans-Lux Canada Ltd., Trans-Lux Display Corporation, Trans-Lux Investment Corporation and Trans-Lux Energy Corporation jointly, severally and collectively, “Guarantors” and each a “Guarantor”; and together with Borrowers, jointly, severally and collectively, “Loan Parties” and each a “Loan Party”) and MidCap Business Credit LLC (“MidCap”) as lender (“Lender”).

Under the Modification Agreement, Lender waives the Company’s events of default, including the Company’s failure to maintain a certain minimum EBITDA calculation for the six month period ending March 31, 2020.  The Modification Agreement provides MidCap’s assent to allow the Company to enter into a contract manufacturing agreement and a security agreement with Craftsmen Industries, Inc.  The Modification Agreement redefines the borrowing base certificate and reduces potential availability.

The Modification Agreement also contains adjustments to future financial covenants that require the Borrowers to attain certain EBITDA amounts for certain periods, the first of which is for the three month period ended September 30, 2020.

The Modification Agreement requires the payment of a modification fee of $40,000.

The foregoing description of the Modification Agreement is included to provide information regarding its terms.  It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Modification Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.


TRANS LUX Corp Exhibit
EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1                                                                               MODIFICATION AGREEMENT               THIS AGREEMENT made as of June 3,…
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Trans-Lux Corporation is a designer and manufacturer of digital signage display solutions. The Company designs, manufactures, distributes and services the elements of these systems that are real-time, programmable digital displays. These display systems utilize light emitting diode (LED) technologies. In addition, its LED lighting division provides lighting solutions that feature an offering of LED lighting technologies that provide facilities and public infrastructure with green lighting solutions. It operates through two segments: the Digital display sales division, and the Digital display lease and maintenance division. In North America, it markets digital display products in the United States and Canada using a combination of distribution channels, including direct sales representatives and a network of independent dealers and distributors. By working with software vendors and using the Internet, it offers information, content management software and display hardware.

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