Exhibit 10.1


 





 


 


 


 


 


 


 


 


 


CREDIT
AGREEMENT


 


 


between


 


 


TRANS-LUX CORPORATION, as
Borrower


 


 


and


 


 


BFI CAPITAL FUND II, LLC, as
Lender


 


 


Dated
September 8, 2016


  


 




    	 



    	 



    

CREDIT
AGREEMENT, dated September
8, 2016, between TRANS-LUX CORPORATION,
having an address at 445 Park Avenue, Suite 2001, New York, New York 10022 (the "Borrower"),
and BFI CAPITAL FUND II, LLC, a Delaware limited liability company, its successors
and/or assigns, with an address c/o Bridge Funding Inc., 545 Fifth Avenue, Suite 403, New York, New York 10017 (the
"Lender").


 


WITNESSETH:


 


WHEREAS,
the Borrower has
requested that the
Lender extend credit
to the Borrower
in the form of
a term loan
in the amount of
up to $750,000.00, the proceeds
of which will
be used by Borrower for general working capital, including to post deposits with
vendors, purchase inventory and for closing fees; and


 


WHEREAS,
the Lender has
agreed to make
such loan on
the terms and
conditions set forth herein:


 


ACCORDINGLY,
the parties hereto
hereby agree as
follows:


 


ARTICLE 1 - DEFINITIONS


 


1.1.       Defined
Terms.


 


As used
in this Agreement,
the following terms
shall have the
following meanings:


 


"Affiliate": 
as to any
Person, (a) any
other Person which,
directly or indirectly,
is in control of,
is controlled by,
or is under common
control with, such Person, including, without
limitation, any joint venture of such Person, or
(b) any Person who is
a trustee, director, officer, shareholder or partner (i)
of such Person, (ii)
of any Subsidiary of such Person or
(iii) of any Person described in
the preceding clause (a). For purposes of
this definition, "control" of a Person means the
power, directly or indirectly, either to
(i) vote 10% or more of the securities having
ordinary voting power for the election of directors
of such Person or (ii) direct or
cause the direction of the management and
policies of such Person whether by
contract or otherwise.


 


"Agreement":
this Credit Agreement,
as the same
may be amended,
supplemented or otherwise
modified from time
to time.


 


"Applicable Rate":
as defined in Section
3.l (c).


 


"Beneficial Interests": 
any and all
shares, interests, participations
or other equivalent ownership
interests in a trust
or other Person
and any and
all warrants, options or
designations to acquire any of
the foregoing.






     


     


    

 


 


"Business Day":
a day other
than a Saturday,
Sunday or other
day on which
commercial banks in
New York are authorized
or required by law to close.


 


"Closing Date":
the date on
which all the
conditions set forth
in ARTICLE VI
shall first have
been satisfied.


 


"Code":
the Internal Revenue
Code of 1986,
as amended from
time to time.


 


"Commonly Controlled Entity":
an entity, whether
or not incorporated,
which is under common
control with the
Borrower within the
meaning of Section
4001 of ERISA or
is part of a group which
includes the Borrower and which
is treated as a single
employer under Section 414 of the
Code.


 


"Contractual Obligation": 
as to any
Person, any provision of
any security issued
by such Person
or of any
agreement, instrument or other undertaking
to which such Person is a party or
by which it or any of its property is
bound including without limitation any Indebtedness.


 


"Default": 
any of the
events specified in
ARTICLE IX hereof,
whether or not
any requirement for the
giving of notice,
the lapse of time, or
both, or any other condition, has been satisfied.


 


"Dollars" and
"$":   dollars in lawful currency of the
United States of America.


 


"Environmental Laws":
 any and
all foreign, federal,
state, local or
municipal laws, rules, orders,
regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements of
Law (including common law) regulating, relating
to or imposing liability or standards of conduct concerning
protection of human health or the environment, as now or may at
any time hereafter be in effect.


 


"ERISA":
means the Employee
Retirement Income Security
Act of 1974,
as amended from
time to time.


 


"Event of Default":
means any of
the events specified
in ARTICLE IX,
provided that any requirement
for the giving
of notice, the lapse of time, or both, or
any other condition, has been
satisfied.


 


“Federal Reserve Lender”:
means a Federal Reserve Bank providing credit to the Lender.


 


"Financing Lease": 
means any lease
of property, real
or personal, the
obligations of the lessee
in respect of
which are required
in accordance with GAAP to be capitalized
on a balance sheet of the lessee.


 


"GAAP": 
means generally accepted
accounting principles in
the United States
of America in effect
from time to
time.






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"Governmental Authority":
 means any
nation or government,
any state or
other political subdivision thereof
and any entity
exercising executive, legislative,
judicial, regulatory or administrative functions
of or pertaining to government.


 


"Indebtedness": 
of any Person
at any date
means (a) all
indebtedness of such
Person for borrowed money
or for the
deferred purchase price
of property or
services (other than current trade liabilities
incurred in the ordinary course of
business) or which is evidenced by
a note, bond, debenture or similar instrument, (b) all obligations
of such Person under Financing Leases,
(c) all obligations of such Person in respect
of letters of credit or
acceptances issued or created for or for
the account of such Person, (d) all
obligations of such
Person under currency exchange contracts
or interest rate swap agreements, and (e)
all liabilities secured by any Lien
on any property owned by
such Person even though such Person
has not assumed or
otherwise become liable for the payment thereof.


 


"Insolvency": 
with respect to
any Multiemployer Plan,
means the condition
that such Plan is
insolvent within the
meaning of Section 4245
of ERISA.


 


"Insolvent": 
pertaining to a
condition of insolvency.


 


"Late Charge": as
defined in Section
3.2(b).


 


"Lien": 
any mortgage, pledge,
hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory
or other), or
preference, priority or
other security agreement
or preferential arrangement of
any kind or nature
whatsoever (including, without limitation,
any conditional sale or other title
retention agreement, any Financing Lease
having substantially the same economic effect
as any of the foregoing, and the filing of
any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction
in respect of any of the foregoing).


 


“Loan”: the term loan which
the Lender has committed to make pursuant to Section 2.1 hereof.


 


"Loan Documents":
the documents in subsection 6.l (a) whose delivery is a condition to the effectiveness of this Agreement and all other
documents executed and delivered in connection herewith or therewith, including any amendments, supplements or other modifications
to any of the foregoing.


 


"Material Adverse Effect":
 with respect
to any Person
means a material
adverse effect on (a)
the business, operations,
property or financial
condition of such
Person, (b) the ability of such
Person to perform its obligations under
the Loan Documents to which
it is a party, or (c) the
validity or enforceability of the
Loan Documents or the rights or remedies
of the Lender hereunder or thereunder
with respect to such Person.






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"Materials of Environmental Concern":
 means any
gasoline or petroleum
(including crude oil or
any fraction thereof)
or petroleum products
or any hazardous
or toxic substances, materials or wastes,
defined or regulated as such in or
under any Environmental Law, including,
without limitation, asbestos, polychlorinated biphenyls and
urea-formaldehyde  insulation.


 


"Maturity Date":
March 1, 2017


 


"Multiemployer Plan":
means a Plan
which is a
multiemployer plan as
defined in Section 4001(a)(3)
of ERISA.


 


"Non-Excluded Taxes": 
as defined in
subsection 4.3.


 


"Note": 
as defined in
Section 4.1.


 


"OFAC":
the United States
Department of the
Treasury's Office of
Foreign Assets Control or
any successor thereto.


 


"Participant": 
as defined in
subsection 10.7(b).


 


"Patriot Act": 
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


 


"PBGC": 
the Pension Benefit
Guaranty Corporation established
pursuant to Subtitle
A of Title IV
of ERISA.


 


"Person": 
an individual, partnership,
corporation, business trust,
joint  stock company, limited
liability company, trust,
unincorporated  association, joint
venture, Governmental Authority or other
entity of whatever nature.


 


"Plan": 
at a particular
time, any employee
benefit plan which
is covered by
ERISA and in respect
of which the
Borrower or a Commonly Controlled
Entity is (or,
if such plan were terminated at such time,
would under Section 4069 of ERISA be
deemed to be)
an "employer" as
defined in Section 3(5) of ERISA.


 


"Purchasing Lender": 
as defined in
subsection 10.7(c).


 


"Regulation U":
Regulation U of
the Board of
Governors of the
Federal Reserve System
as now and
form time to time
hereafter in effect.






    	4



     


    

 


 


"Reorganization": 
with respect to
any Multiemployer Plan,
the condition that
such plan is in
reorganization within the
meaning of Section 4241 of
ERISA.


 


"Reportable Event": 
any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period
is waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC Reg. §2615.


 


"Requirement of Law": 
as to any Person, the Certificate of Incorporation and By Laws, Certificate of Formation and Operating Agreement, trust
agreement or indenture, or other organizational or governing documents of such Person, and any law, treaty, rule or regulation
or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its material property is subject.


 


"Sanctioned Country":
a country subject to the sanctions program identified on the list maintained by OFAC and available at www.treas.gov/offices/eotffc/ofac/sanctions/index.html
or as otherwise published from time to time.


 


"Sanctioned Person": 
(i) a Person named on the list of Specially Designated Nationals or Blocked
Persons maintained by OFAC at www.treas.gov/offices/eotffc/ofac/sdn/index.html or as otherwise published from time to time, or
(ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a
Person


resident in a Sanctioned Country, to the
extent subject to a sanctions program administered by OFAC.


 


"Single Employer Plan": 
any Plan which
is covered by
Title IV of
ERISA, but which
is not a Multiemployer
Plan.


 


"Subsidiary": 
as to any Person, a corporation, partnership or other entity of which more than fifty (50.00%) percent of the shares
of stock, or other ownership interests having ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity, are at the time owned, directly or indirectly, through one or more intermediaries,
or both, by such Person.


 


"Taxes": 
any amounts paid by a Person to any Governmental Authority or accrued and which would be classified as taxes in accordance
with GAAP (including, without limitation, deferred Taxes).


 


"Transferee": 
as defined in
subsection 10.7(d).


 


"UCC": 
the Uniform Commercial
Code as from
time to time
in effect in
the State of New
York.






    	5



     


    

 


 





1.2       Other
Definitional Provisions.




 


(a)       Unless
otherwise specified therein,
all terms defined
in this Agreement shall
have the defined
meanings when used
in the Note
or any certificate
or other document made or delivered
pursuant hereto.


 


As
used herein and
in the Note,
and any certificate
or other document made
or delivered pursuant
hereto, accounting terms
relating to the
Borrower not defined in subsection 1.1
and accounting terms partly defined
in subsection 1.1 , to the extent not
defined, shall have the respective meanings
given to them under GAAP.


 


(b)       The
words "hereof ',
"herein" and "hereunder"
and words of
similar import when used
in this Agreement
shall refer to this Agreement as
a whole and not to any particular provision of
this Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement
unless otherwise specified.


 


(c)       The
meanings given to
terms defined herein
shall be equally
applicable to both the
singular and plural
forms of such
terms.


 


ARTICLE II- THE LOAN


 


2.1       The
Loan.


 


(a)       Subject
to the terms
and conditions hereof,
the Lender hereby
agrees on the Closing
Date to make
a term loan to
the Borrower in
an amount of
up to $750,000.00.


 


(b)       Interest
will accrue and
be paid in
accordance with ARTICLE
III hereof.


 


(c)       If
not repaid sooner, all
interest, principal and
any other amounts
outstanding under this
Agreement shall be
repaid in full
on the Maturity Date.


 


ARTICLE III - INTEREST AND PRINCIPAL


 


3.1       Interest.


 


(a)       Interest
shall be computed
as set forth
in Section 3.3.


 


(b)       Interest
only at the Applicable Rate on the unpaid outstanding
principal balance of the Loan shall be
payable in arrears
on the first
Business Day of
each calendar month after
the date hereof
up to and including the
Maturity Date in the amount
of all interest accrued during the
immediately preceding calendar month.
All payments on account of the
Loan shall be made
on the day when due
in lawful money of the United States and
shall be first
applied to late charges, costs of
collection or enforcement and other similar
amounts due, if any, under
the Note and any
of the other Loan Documents, then
to interest due and payable under the Note and the remainder to principal due and payable under the Note. All payments due under
the Note are to be made at such place as Lender may, from time to time, in writing designate.






    	6



     


    

 


 


(c)       The
principal amount of
the Note outstanding
from time to
time shall bear interest
at the Applicable
Rate until paid in full.  Except
as provided in Section 3.2, the term "Applicable Rate" shall mean
ten percent (10.00%) per annum.


 


3.2       Late
Charges and Default Interest Rate.


 


(a)       If
(i) any payment
under the Note
or other Loan
Documents are past
due for ten (10)
calendar days or
more, or (ii)
any other Event
of Default occurs under
the Note or other Loan Documents which
is not cured
within thirty (30) days
after written notice thereof, then in
such event the outstanding principal
balance of the Loan shall bear
interest during the period in which the Borrower is
in default, or subsequent to the Maturity
Date, at a rate of eighteen (18.00%) percent per annum, or,
if such increased
rate of interest may not be collected
from the Borrower under
applicable law, then
at the maximum increased rate of
interest, if any, which may
be collected from
the Borrower under applicable law ("Default
Interest Rate"). If the Event
of Default is capable of being cured but
cannot be cured
within thirty (30) days, interest shall not
accrue at the Default
Interest Rate if Borrower commences
to cure the Event of Default within thirty (30)
days and diligently and
in good faith prosecutes
the cure until completion.


 


(b)       In
addition, a late
charge ("Late Charge")
of five percent
(5.00%) of the amount
of any monthly
installment which is not paid on or
within ten (10) days after
the due date thereof shall be due
and payable to Lender, without demand from Lender,
to cover the extra expense involved
in handling delinquent payments. Additionally, if the balloon principal payment due
under the Note is not paid when due, Borrower should also be obligated to pay Lender a Late Charge on said balloon payment without
demand from Lender and without allowance for any grace period. The acceptance of
a Late Charge shall not constitute
a waiver of
any default then existing or thereafter arising under this Agreement. Further,
Lender's failure to collect a Late Charge
at any time shall not
constitute a waiver of Lender's right
thereafter, at any time and from time
to time (including upon acceleration
of the Note or upon payment in
full of the Loan), to collect any
such previously uncollected Late Charge
or to collect any
subsequently accruing Late Charge.






    	7



     


    

 


 


3.3       Computation
of Interest.


 


Interest
on the Loan
shall be calculated
on the basis of
a 360-day year
for the actual
number of days
elapsed.


 


3.4       Prepayments.


 


Borrower
may prepay the
Loan, in whole or
in part, pursuant to the terms of
Article 5 of the Note. 


 


ARTICLE IV- GENERAL PROVISIONS APPLICABLE
TO LOANS.


 


4.1.       Note.


 


The
Loan shall be
evidenced by a promissory
note substantially in
the form of
Exhibit A hereto
(the "Note").


 


4.2.       Fees.


 


Upon execution of this Agreement, Borrower
will be obligated to pay to Lender those certain Loan related fees as set forth in the Note.


 


4.3.       Taxes.


 


All
payments made by
the Borrower under
any Loan Document
shall be made
free and clear of,
and without deduction
or withholding for or on account
of, any present or future income, stamp
or other taxes, levies, imposts,
duties, charges, fees,
deductions or withholdings, now
or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding net income taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on the
Lender as a result of a present or former
connection between the Lender and
the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing
authority thereof or therein (other than any
such connection arising solely
from the Lender having executed, delivered
or performed its obligations or received a payment under, or enforced,
any Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges,
fees deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld
from any amounts payable to the
Lender hereunder or under the Note, the
amounts so payable to the Lender shall
be increased to the extent necessary to
yield to the
Lender (after payment of all Non-Excluded
Taxes) interest or any such
other amounts payable
hereunder at the rates or in
the amounts specified in any
Loan Document. Whenever any Non-Excluded
Taxes are payable by the Borrower,
as promptly as possible thereafter the
Borrower shall send to the
Lender a certified copy of an
original official receipt
received by the Borrower showing payment
thereof. If the Borrower fails to pay any
Non-Excluded Taxes when due to
the appropriate taxing authority
or fails to remit to the
Lender the required receipts or other required
documentary evidence, the Borrower shall indemnify
the Lender for any
incremental taxes, interest or penalties
that may become payable by the Lender as
a result of any such
failure.  The agreements in this
subsection shall survive the termination of this Agreement and the payment of
the Note and all other amounts payable hereunder.






    	8



     


    

 


 


4.4.       Interest
Reserve.


 


Until such time as the Loan has been repaid
in full, the Borrower shall maintain an interest reserve with Lender in an amount of $12,500.00. Such interest reserve shall be
pledged to Lender and Lender shall have a first priority lien thereon.


 


ARTICLE V - REPRESENTATIONS AND WARRANTIES


 


To induce the Lender to enter into this
Agreement and to make the Loan, the Borrower hereby represents and warrants to the Lender that:


 


5.1.       Financial
Condition.


 


The audited balance sheets of the Borrower
as of December 31, 2015 and the related audited consolidated statements of operations, equity and cash flows for the fiscal year
ended on such date, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the
consolidated financial condition and results of operations of the Borrower as of such dates. All such financial statements, including
the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods
involved. The Borrower does not have any contingent liability or liability for taxes, or any long-term lease or unusual forward
or long-term commitment, other than that certain Credit and Security Agreement by and among Borrower, its wholly-owned subsidiaries
Trans-Lux Display Corporation, Trans-Lux Midwest Corporation and Trans-Lux Energy Corporation as borrowers and SCM Specialty Finance
Opportunities Fund, L.P., as lender (the "SCM Financing"), but including, without limitation, any interest rate
or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.


 


5.2.       No
Change.


 


Except as set forth in the financial statements
referred to in subsection 5.1, since December 31, 2015 or in the attached schedule (a) there has been no development or event which
has had or could reasonably be expected to have a Material Adverse Effect, (b) other than the semi-annual dividends payable on
the Borrower’s Series B Convertible Preferred Stock, no distributions have been paid or made upon the Beneficial Interests
of the Borrower, and there has been no sale, transfer or other disposition or distribution by the Borrower of any material part
of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any
other Person).






    	9



     


    

 


 


5.3.       Existence
of the Borrower.


 


The Borrower is a corporation validly existing
under the laws of the State of Delaware.


 


5.4.       Intentionally
Omitted.


 


5.5.       Intentionally
Omitted.


 


5.6.       Intentionally
Omitted.


 


5.7.       Power;
Authorization; Enforceable Obligations.


 


The Borrower has the power and authority
to make, deliver and perform its obligations under each of the Loan Documents, and to borrow thereunder and all necessary action
has been taken to authorize the borrowings on the terms and conditions of the Loan Documents and to authorize the execution, delivery
and performance of the Loan Documents. No consent or authorization of, filing with or other act by or in respect of, any Governmental
Authority or any other Person is or will be required in respect of the Borrower in connection with the borrowings hereunder or
with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party. This Agreement
has been, and each Loan Document to which it is a party will be, duly executed and delivered on behalf of the Borrower. This Agreement
constitutes, and each Loan Document when executed and delivered, will constitute, legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


5.8.       Compliance
with Laws.


 


The Borrower is in compliance with all Requirements
of Law except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect upon it.


 


5.9.       No
Legal Bar.


 


The execution, delivery and performance
of any Loan Document, the borrowings thereunder and the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of the Borrower and will not result in, or require, the creation or imposition of any Lien on any of its
properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.


 


5.10.       No
Material Litigation.


 


Except
as previously advised to Lender in writing,
no litigation, investigation
or proceeding of
or before any arbitrator
or Governmental Authority
is pending or,
to the knowledge of the Borrower,
threatened by or against the Borrower or
against any of its properties or revenues (a) with respect
to the Loan Documents or any of the
transactions contemplated thereby, or (b)
which could reasonably be expected
to have a Material Adverse
Effect upon the Borrower.






    	10



     


    

 


 


5.11.       No
Default.


 


Except as set forth in the Borrower’s
reports as filed with the Securities and Exchange Commission, the Borrower
is not in
default under or
with respect to
any of its
Contractual Obligations in any
respect which could
reasonably be expected
to have a Material Adverse Effect.
 No Default or
Event of Default has occurred and
is continuing.


 


5.12.       No
Burdensome Restrictions.


 


No Requirement
of Law or
Contractual Obligation of
the Borrower has
a Material Adverse Effect
upon the Borrower.


 


5.13.       Taxes.


 


The Borrower
has filed or
caused to be
filed all tax
returns which are
required to be
filed and has paid
all taxes shown
to be due
and payable on said returns or on
any assessments made against it or
any of its property and
all other taxes,
fees or other charges imposed on it
or any of its property by any
Governmental Authority (other than any the amount or
validity of which are currently being contested in good faith
by appropriate proceedings and
with respect to
which reserves in conformity with
GAAP have been provided on the
books of the Borrower, as the
case may be); no tax Lien
has been filed, and, to the knowledge
of the Borrower, no claim is
being asserted, with respect
to any such tax, fee
or other charge.


 


5.14.       Federal
Regulations; Investment Company
Act; Other Regulations.


 


The Borrower
is not subject to
regulation under any
Federal or State
statute or regulation which
limits its ability
to incur Indebtedness. The Borrower
is not an "investment company",
or a company "controlled" by an
"investment company'', within the
meaning of the Investment Company Act
of 1940, as amended.
No part of the proceeds of any
Loans will be used for "purchasing"
or "carrying" any "margin
stock" within the respective
meanings of each of the quoted terms
under Regulation U of the Board
of Governors of the Federal Reserve System as now
and from time to
time hereafter in effect or for
any purpose which violates the provisions
of the Regulations of such Board
of Governors. If requested by the Lender, the Borrower will furnish to the Lender
a statement to the foregoing effect in conformity
with the requirements of FR Form
U-1 referred to in said
Regulation U.






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5.15.       ERISA.


 


(a)       Except
as set forth in the Borrower’s reports as filed with the Securities and Exchange Commission, each
Plan has complied
in all material
respects with the
applicable provisions of ERISA
and the Code
and Borrower has
filed all reports
required to be filed under ERISA
and the Code with respect to each such Plan.
The Borrower has satisfied all material
requirements imposed by
ERISA and the Code with respect
to the funding of all
Plans except where the failure to file
one or more reports will not have a material
adverse effect on the ability of
the Borrower to perform its
obligations under this Agreement.


 


(b)       Except
as set forth in the Borrower’s reports as filed with the Securities and Exchange Commission, neither
a reportable event
(as defined in
Section 4043 of
ERISA) which requires notification
to the PBGC
nor an "accumulated funding deficiency" (within the
meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred or is
occurring with respect
to any Single Employer Plan established
or maintained, or to which contributions
have been made by Borrower
or any Commonly
Controlled Entity which would
have a Material Adverse Effect.


 


(c)       Except
as set forth in the Borrower’s reports as filed with the Securities and Exchange Commission, no
events or conditions
have occurred and
are continuing which
would permit any Plan
to be terminated
under circumstances which
would cause the
Lien provided under Section 4068 of
ERISA to attach to any
assets of the Borrower or
any Commonly Controlled Entity.


 


(d)       Neither
the Borrower nor
any Commonly Controlled
Entity has had
a complete or partial
withdrawal from any
Multiemployer Plan, and
neither the Borrower nor any Commonly Controlled
Entity would become subject
to any liability under ERISA if
the Borrower or any such Commonly Controlled Entity were to withdraw partially or completely
from any Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made
or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.


 


5.16.       Purpose
of the Loan.


 


The proceeds
of the Loan
shall be used
by the Borrower
for general working capital, including to post deposits with vendors, purchase inventory and for closing fees.


 


5.17.       Insurance.


 


The Borrower
maintains insurance with
financially sound and
reputable insurance companies on
all of its
properties in such
amounts and against
such risks (but, including in
any event, product and environmental liability coverage) as are
usually insured against by Persons engaged in
the same or a similar
business.






    	12



     


    

 


 


5.18.       Sanctioned
Persons; Sanctioned Countries.


 


Neither the
Borrower nor its
Affiliates (i) is
a Sanctioned Person
or (ii) does
business in a Sanctioned
Country or with
a Sanctioned Person
in violation of the economic sanctions
of the United States administered by OFAC. The proceeds
of any Loan will not
be used to fund any operation in,
finance any investments or activities in
or make any
payments to, a Sanctioned Person
or a Sanctioned Country.


 


ARTICLE VI- CONDITIONS


 


6.1       Conditions
to Effectiveness of
this Agreement.


 


The effectiveness
of this Agreement
is subject to
the satisfaction on
or prior to
the Closing Date, of the following conditions precedent:


 


(a)       Loan
Documents.  The Lender
shall have received


 


(i)          this
Agreement duly executed
and delivered by
the Borrower,


 


(ii)         the
Note duly executed by the Borrower,


 


(iii)        the
Security Agreement;


 


(iv)        the
interest reserve of $12,500.00;


 


(v)         Borrower's
counsel's opinion of counsel concerning the Loan; and


 


(vi)        corporate
resolutions authorizing the Loan.


 


(b)       No
Violation.  The consummation
of the transactions
contemplated hereby shall not
contravene, violate or
conflict in any
material respect with,
nor involve the Lender
in any violation of,
any Requirement of Law.


 


(c)       Consents,
Licenses and Approvals. 
The Lender shall
have received a certificate
of the Borrower (i) attaching copies
of all consents (including the consent of SCM Specialty Finance Opportunities Fund, L.P. in connection with the SCM Financing),
authorizations and filings, if any, and (ii) stating that such consents, licenses and filings are in full force and effect, and
each such consent, authorization and filing shall
be in form and substance
reasonably satisfactory to the Lender.






    	13



     


    

 


 


(d)       Filings,
Registrations and Recordings.
 Any documents
(including, without limitation, financing
statements and filings
under the Assignment
of Claims Act of 1940) required to
be filed, and any other actions
required to be taken,
under or in connection with any of the Loan Documents in
order to create or
confirm, in favor
of the Lender, a perfected security interest in the collateral
thereunder shall have been properly filed
or taken, as the case may be, and
the Lender shall have received evidence
satisfactory to it of each such
filing, registration, recordation or other action and satisfactory
evidence of the payment of any necessary
fee, tax or expense relating
thereto.


 


(e)       Fees.
 The Lender
shall have received
the fees to
be received on
the Closing Date referred
to in this
Agreement.


 


(f)       Legal
Opinions.  The Lender
shall have received
the executed legal opinion by Olshan
Frome Wolosky LLP, counsel to the
Borrower, in form
and substance satisfactory
to the Lender.


 


ARTICLE VII - AFFIRMATIVE COVENANTS


 


The Borrower
hereby agrees that,
so long as
any amount is
owing to the
Lender hereunder, the Borrower
shall:


 


7.1.       Financial
Statements.


 


Furnish
to the Lender:


 


(a)       Annual
financial statements of the Borrower (including detailed balance sheet, income statement, cash flow statement, and one-year income
statement projections) to be received by Lender no later than one hundred five (105) days following Borrower’s fiscal year
end. These financial statements shall be prepared in accordance with sound accounting principles consistently applied and may be
certified by a principal of Borrower.


 


(b)       Copies
of the Borrower’s federal income tax returns, to be received by Lender within sixty (60) days of the date filed.


 


Note: The Borrower will be required to pay a late charge of
$1,500.00 for each thirty (30) day period in which the Borrower fails to deliver all overdue items.


 


7.2.       Intentionally
Omitted.






    	14



     


    

 


 


7.3.       Payment
of Obligations.


 


Pay, discharge
or otherwise satisfy
at or before
maturity or before
they become delinquent, as
the case may
be, all its
material obligations of
whatever nature, except where the amount
or validity thereof is currently
being contested in good faith, including by appropriate
proceedings, and reserves, in conformity
with GAAP with respect thereto, have been
provided on the books of
the Borrower.


 


7.4.       Continuity
of Purpose and Maintenance of Existence.


 


Continue to
engage in investment
activities substantially as
presently conducted by
it and preserve, renew
and keep in
full force and effect its existence and
take all reasonable action to maintain
all rights, privileges and franchises
necessary or desirable in
the normal conduct of its activities; and comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply therewith would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


7.5.       Intentionally
Omitted.


 


7.6.       Inspection
of Property; Books and Records; Discussions; Audits.


 


Keep proper
books of records
and account in
which full, true
and correct entries
in conformity with GAAP
and all Requirements
of Law shall be
made in all material respects of
all dealings and transactions in relation to its
investment activities; permit representatives
of the Lender to visit and
inspect any of its properties and
examine and make abstracts from
any of its books and
records at any reasonable time
and as often
as may reasonably be required, including, without limitation,
any such visit, inspection or examination by the
Lender in connection with any audit
conducted by the Lender, and at which
a representative of the Lender may be
present, of the books and records of the
Borrower from time to time at
the Lender's discretion, and to discuss
the financial and other condition
of the Borrower with the officers and employees
of the Borrower and with its
independent certified public accountants.


 


7.7.       Notices.


 


Promptly following
Borrower's actual knowledge
of same, give
notice to the
Lender of:


 


(a)       the
occurrence of any
Default or Event
of Default;


 


(b)       any
(i) default or
event of default
under any Contractual
Obligation of the Borrower
or (ii) litigation,
investigation or proceeding which may
exist at any time between the Borrower
and any Governmental Authority, which
in either case,
if not cured or if
adversely determined, as the case may
be, would reasonably be expected to
have a Material
Adverse Effect;






    	15



     


    

 


 


(c)       any
litigation or proceeding
affecting the Borrower
in which the
amount involved is $25,000
or more and
which is not
covered by insurance or
in which injunctive or similar relief is
sought which, if granted, would
reasonably be expected to have a Material Adverse Effect; and


 


the
following events, as
soon as possible
and in any
event within thirty (30)
days after the Borrower
knows or has
reason to know
thereof: (i) the occurrence or expected occurrence
of any Reportable Event with respect
to any Plan,
or any withdrawal from, or the termination, Reorganization or
Insolvency of any Multiemployer Plan or (ii) the institution of proceedings
or the taking
of any other
action by the
PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan
with respect to the
withdrawal from, or the terminating,
Reorganization or Insolvency of, any Plan.


 


Each
notice pursuant to
this subsection shall
be accompanied by
a statement of
the Borrower setting forth
details of the
occurrence referred to therein and
stating what action
the Borrower proposes to take with respect thereto.


 


7.8.       Further
Assurances.


 


Execute
any and all
further documents, and
take all further
action which the
Lender may reasonably request
in order to
effectuate the transactions
contemplated by the Loan
Documents. Without limiting the generality
of the foregoing, such further
documents and actions shall include the
execution of agreements and instruments,
and filing Uniform Commercial Code financing
statements, in order to effectuate
the transactions contemplated by this Agreement
and in order to grant, preserve, protect and perfect the
validity and priority of the security interests created
or intended to be
created by the
Loan Documents.


 


ARTICLE VIII- NEGATIVE COVENANTS


 


The Borrower
hereby agrees that,
so long as
any amount remains
outstanding under this Agreement,
the Borrower shall
not:


 


8.1.       Limitations
on Fundamental Changes.


 


Liquidate,
wind up or
dissolve itself (or
suffer any liquidation
or dissolution), or
convey, sell, lease, assign,
transfer or otherwise
dispose of, all
or substantially all
of its property or assets without
the prior written consent
of the Lender.






    	16



     


    

 


 


8.2.       Transactions
with Affiliates.


 


Enter
into any transaction,
including, without limitation,
any purchase, sale,
lease or exchange of
property or the
rendering of any service, with any
Affiliate, unless such transaction is in
the ordinary course of, and pursuant
to the reasonable
requirements of, the Borrower's
business, is in
good faith and is upon fair and reasonable
terms no less favorable to the Borrower than it would obtain
in a comparable arm's length transaction
with a Person not an Affiliate.


 


ARTICLE IX- EVENTS OF DEFAULT


 


9.1.       Bankruptcy
etc.


 


If the
Borrower shall commence
any case, proceeding or
other action under
any existing or
future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization
or relief of debtors, seeking to have
an order for relief entered with
respect to it, or (a) seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to
it or its
debts, or (b) seeking appointment of a
receiver, trustee, custodian or other similar official
for it or for
all or any
substantial part of its assets, or
the Borrower shall make a general
assignment for the benefit of its
creditors; or (c)
there shall be commenced against the
Borrower any case, proceeding or other action
of a nature referred to in
clause (a) or (b) above which (i)
results in the entry
of an order for relief or any
such adjudication or
appointment or (ii) remains undismissed, undischarged or unbonded for a period
of sixty (60) days; or (d) there shall be commenced
against the Borrower any
case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets which results
in the entry of an
order for any such relief which
shall not have been
vacated, discharged, or stayed or bonded
pending appeal within 60 days from the
entry thereof; or
(e) the Borrower shall take any action
in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any
of the acts set forth
in clause (a), (b), (c), or
(d) above; all other amounts
owing under this Agreement and the
Note shall immediately become due and payable
without the need for any
notice or other action by the
Lender.


 


9.2.       Other
Events.


 


If any
of the following
events shall occur
and be continuing:


 


(a)       The
Borrower shall fail
to pay any
principal of or
interest on the
Note or any fee
or other amount
payable hereunder when due
in accordance with the
terms thereof or hereof; or






    	17



     


    

 


 


(b)       Any
representation or warranty
made or deemed
made by the
Borrower herein or
in any other
Loan Document or which is
contained in any certificate, document or financial or
other statement furnished at any time under or in connection with
this Agreement or other Loan Document
shall prove to have
been incorrect and the subject of
that breach of representation or warranty has a
Material Adverse Effect on or as
of the date made or deemed made; or


 


(c)       The
Borrower shall default
in the observance
or performance of
any agreement contained in
ARTICLE VIII of
this Agreement; or


 


(d)       The
Borrower shall default
in the observance
or performance of any
other agreement contained
in this Agreement
or any other Loan
Documents (other than as provided in paragraphs (a) through (c) of
this Section), and such default
shall continue unremedied for a period of ninety (90)
days; or


 


(e)       (i)
 Any Person
shall engage in
any "prohibited transaction"
(as defined in Section
406 of ERISA
or Section 4975
of the Code)
involving any Plan, or (ii) any other
event or condition shall
occur or exist, with
respect to a Plan; and
in each case in
clauses (i) and (ii) above, such
event or condition, together with all other
such events or conditions,
if any, could, in the reasonable
judgment  of the Lender, subject the
Borrower to any tax,
penalty or other liabilities
that in the aggregate could reasonably be expected
to have a Material Adverse
Effect; or


 


(f)       One
or more judgments
or decrees shall
be entered against
the Borrower involving in
the aggregate a
liability (not paid
or fully covered by insurance) of $150,000.00
or more and
(i) all such judgments or decrees
shall not have been
vacated, discharged, stayed or bonded pending appeal within sixty (60)
days from the entry
thereof or (ii) the judgment creditors with
respect to such judgments  or
their successors or assigns
shall have commenced enforcement proceedings, which enforcement
proceedings shall have remained unstayed for 20 consecutive days; or


 


(g)       The
Borrower shall so assert or the security interests created by any Loan Document shall cease for any reason, unless caused by the
action or inaction of the Lender, to be enforceable and of the same effect and priority purported to be created thereby;


 


then, and
in any such
event, the Lender
may by notice
of default to
the Borrower, declare
the Loans hereunder (with
accrued interest thereon) and all other
amounts owing under this Agreement and
the Note to be due and payable
forthwith, whereupon the same
shall immediately become due and payable.


 


Except
as expressly provided
above in this
Section, presentment, demand,
protest and all other
notices of any
kind are hereby expressly
waived.






    	18



     


    

 


 


ARTICLE X- MISCELLANEOUS


 


10.1       Amendments
and Waivers.


 


Neither
this Agreement, the
Note, or any
other Loan Document,
nor any terms
hereof or thereof may
be amended, supplemented
or modified except in accordance with the
provisions of this subsection. The Lender
and the Borrower
may, from time to time, enter into
written amendments, supplements or modifications hereto and to
the Note and the other Loan Documents
for the purpose of adding any provisions
to this Agreement, the Note
or the other Loan Documents or changing
in any manner the rights of the
Lender or of the Borrower hereunder or
thereunder. The Lender may, from
time to time, execute written instruments
waiving, on such terms and
conditions as the Lender may specify
in such instrument, any of the requirements
of this Agreement, the Note or the other
Loan Documents or any
Default or Event of Default and its
consequences. In the case of
any waiver, the Borrower and the Lender shall
be restored to their former position
and rights hereunder and under the
outstanding Note and any other
Loan Documents, and any Default or
Event of Default waived shall be deemed to
be cured and not
continuing; but no such waiver
shall extend to any subsequent or other
Default or Event of Default, or impair
any right consequent thereon. Lender shall have the right
to charge a fee with respect to any amendment
or waiver granted hereunder.


 


10.2       Notices.


 


All notices,
requests and demands
to or upon
the respective parties
hereto to be
effective shall be in
writing, and, unless otherwise
expressly provided herein, shall be
deemed to have been duly
given or made when
delivered by hand,
or, in the case of a nationally recognized
courier service, one (1) Business Day
after delivery to such courier service,
or three (3) business days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal
Service and sent by certified mail, postage prepaid return receipt requested addressed as follows in the case of the Borrower and
the Lender or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the
Note:


 


	The Borrower:	Trans-Lux Corporation
	 	445 Park Avenue, Suite 2001
	 	New York, New York 10022
	 	Attention:  Robert Conologue
	 	 
	With a copy to:	Olshan Frome Wolosky LLP
	 	1325 Avenue of the Americas
	 	New York, New York 10019
	 	Attention:  Kenneth A. Schlesinger, Esq.






 



    	19



     


    







 


	 	 
	The Lender:	BFI Capital Fund II, LLC
	 	c/o Bridge Funding Inc.
	 	545 Fifth Avenue, Suite 403
	 	New York, New York 10017
	 	Attention:  Lawrence I. Linksman
	 	 
	With a copy to:	Granoff, Walker and Forlenza, P.C.
	 	747 Third Avenue, 4th Floor
	 	New York, New York 10017
	 	Attention: Lee A. Forlenza, Esq.,


 


provided that
any notice, request
or demand to
or upon the
Lender pursuant to
Articles 2, 3
or 4 shall not
be effective until
received.


 


10.3       No
Waiver; Cumulative Remedies.


 


No failure
to exercise and
no delay in
exercising, on the
part of the
Lender, any right, remedy, power
or privilege hereunder shall
operate as a waiver thereof; nor shall any
single or partial exercise of
any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or
the exercise of
any other right, remedy, power or
privilege. The rights, remedies, powers and
privileges herein provided are cumulative
and not exclusive of
any rights, remedies, powers and privileges provided by
law.


 


10.4       Survival
of Representations and Warranties.


 


All representations
and warranties made
hereunder or under
any other Loan
Document and in any
document, certificate or
statement delivered pursuant
hereto or in
connection herewith shall survive
the execution and delivery of this
Agreement and the Note.






    	20



     


    

 


 


10.5       Payment
of Expenses and Taxes.


 


The Borrower
agrees (a) to
pay or reimburse
the Lender for
all its reasonable out-of-pocket
costs and expenses, which such costs shall not exceed $5,000.00,
incurred in connection
with the development, preparation and execution
of, and any amendment, supplement or modification to,
this Agreement, the
Note, and the other Loan Documents and any other
documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions contemplated
hereby and thereby, provided that any legal fees of the
Lender shall be limited to the
reasonable fees and disbursements of counsel to
the Lender, (b) to pay or reimburse
the Lender for all
its reasonable costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the Note, the other
Loan Documents and any
such other documents, provided that
any legal fees of the Lender
shall be limited to the reasonable fees
and disbursements of counsel to the Lender, and (c) to pay, indemnify, and
hold the Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting
from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Loan Documents
and any such other documents. The agreements in this subsection shall survive repayment of the Note and all other amounts payable
hereunder.


 


10.6       Indemnification.


 


The Borrower
will defend, indemnify,
and hold harmless
the Lender, its
subsidiaries, shareholders, employees, agents,
attorneys, officers, and
directors, from and
against any and all claims,
demands, penalties, causes of action,
fines, liabilities, settlements, damages, costs, or expenses of
whatever kind or nature, known or unknown, foreseen
or unforeseen, contingent or otherwise
(including, without limitation, counsel
and consultant fees and expenses, investigation and laboratory fees and
expenses, court costs, and litigation
expenses) arising out of, or in any way related
to, (a) the execution,
delivery, enforcement, performance and administration of any Loan
Document, (b) the presence, disposal, spillage,
discharge, emission, leakage, release, or
threatened release of any Materials of Environmental
Concern which is at, in, on, under,
about, from or affecting the Borrower's
property for which the Borrower is in
any way responsible, (c) any personal injury
(including wrongful death) or property damage
(real or personal) arising out of or related to
any such materials, (d) any lawsuit brought
or threatened, settlement reached, or order or directive
of or by any Governmental Authority
relating to such materials, or (e) any violation
or alleged violation of any Environmental
Laws by the Borrower. The Borrower shall
not, without the prior
written consent of the Lender, effect
any settlement of any pending or threatened
proceeding, claim or action against
the Lender, in respect of which
the Lender or
its parent, subsidiaries, affiliates, employees, agents, officers or directors is a party or would be entitled to seek indemnification
hereunder, unless such settlement includes an unconditional release of the Lender and its parent, subsidiaries, affiliates, employees,
agents, attorneys, officers or directors from all liability on claims that are the subject matter of such claim, action or other
proceeding and is otherwise acceptable to the Lender and its counsel, in their sole discretion. Provided,
that the Borrower shall have no
obligation hereunder to the Lender with
respect to indemnified liabilities arising
from the gross
negligence or willful misconduct of the Lender.
The agreements in this subsection
shall survive repayment of the Note
and all other amounts payable hereunder.






    	21



     


    

 


 


10.7       Successors
and Assigns; Participations; Purchasing Lender.


 


(a)       This
Agreement shall be
binding upon and
inure to the
benefit of the Borrower,
the Lender, all
future holders of
the Note and their respective successors
and assigns, except that the
Borrower may not assign or transfer
any of its rights
or obligations under this Agreement without the
prior written consent of the Lender.


 


(b)       The
Lender may, in
the ordinary course
of its commercial
banking business and in
accordance with applicable
law, at any time
sell to one or more banks or other entities
("Participants") participating interests in any
Loan owing to the Lender, the Note held
by the Lender or any other
interest of the Lender hereunder and under the
other Loan Documents. In the event
of any such sale by
the Lender of participating interests to
a Participant, the Lender's obligations under
this Agreement to the
Borrower shall remain unchanged, the Lender
shall remain solely responsible for the
performance thereof, the Lender shall remain
the holder of the Note
for all purposes under this Agreement and
the other Loan Documents, and the Borrower
shall continue to deal solely and directly
with the Lender in connection with
the Lender's rights and obligations and the
rights of the Participants under this
Agreement and the other Loan
Documents. The Borrower agrees that
if amounts outstanding under
this Agreement and the Note
are due or unpaid, or shall
have been declared or
shall have become due
and payable upon the occurrence
of an Event of Default, each Participant
shall be deemed to have the
right of set-off in respect of its
participating interest in amounts
owing under this Agreement and the Note
to the same extent as if the amount of its
participating interest were owing directly to it
as a Lender under
the Loan Documents, provided that
such Participant shall only be entitled
to such right of set-off if it shall have agreed in the
agreement pursuant to which it shall
have acquired its participating interest
to share with the Lender
the proceeds thereof as provided in this Agreement. The Borrower also agrees
that each Participant shall be entitled
to the benefits of subsections
10.5 and 10.6 with respect to its participation
in the Loans outstanding from time to time; provided, that no Participant shall be entitled to receive any greater amount pursuant
to such subsections than the transferor Lender would have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer occurred.


 


(c)       The
Lender may, in
the ordinary course
of its commercial
banking business and in
accordance with applicable
law, at any
time sell to
one or more
additional banks or financial institutions ("Purchasing Lender") all
or any part of its rights
and obligations under the Loan Documents.


 


(d)       The
Borrower authorizes the
Lender to disclose
to any Participant
or Purchasing Lender (each,
a "Transferee") and
any prospective Transferee any and all
financial information in the Lender's possession concerning
the Borrower and its Affiliates which
has been delivered to the Lender
by or on behalf of the Borrower pursuant
to this Agreement or which has been
delivered to the Lender by or on
behalf of the Borrower in connection
with the Lender's credit evaluation
of the Borrower and its Affiliates
prior to becoming a party to this Agreement.


 


(e)       Nothing
herein shall prohibit
the Lender from
pledging or assigning
the Note to any
Federal Reserve Lender
in accordance with applicable
law.






    	22



     


    

 


 


10.8       Counterparts;
Facsimile, E-Mail and Electronic Signatures.


 


This Agreement
may be executed in any numbers of counterparts,
each of which shall be an original and all of which shall together constitute one and the same instrument. It shall not be necessary
for any counterpart to bear the signature of all parties hereto. This Agreement and any amendments and ancillary documents hereto,
to the extent signed and delivered by means of e-mail or other electronic transmission (collectively, “E-Mail”) shall
be treated in all manner and respects as an original document and shall be considered to have the same binding legal effect as
if it were the original signed version thereof delivered in person. No signatory to this document shall raise the use of E-Mail
to deliver a signature or the fact that any signature or this document was transmitted or communicated through the use of E-Mail
as a defense to the formation or enforceability of this Agreement and each such party forever waives any such defense.



 


10.9       Severability.


 


Any provision
of this Agreement
which is prohibited
or unenforceable in
any jurisdiction shall, as
to such jurisdiction, be
ineffective to the extent of such prohibition or
unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate
or render unenforceable such provision in any other
jurisdiction.


 


10.10       Integration.


 


This
Agreement and the
other Loan Documents
represent the agreement
of the Borrower and
the Lender with
respect to the
subject matter hereof,
and there are no promises, undertakings,
representations or warranties by
the Lender relative to subject matter hereof
not expressly set forth or referred
to herein or in the
other Loan Documents.


 


10.11       GOVERNING
LAW.


 


THE
LOAN DOCUMENTS AND
THE RIGHTS AND
OBLIGATIONS OF THE PARTIES
UNDER THE LOAN
DOCUMENTS SHALL BE GOVERNED
BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


10.12       Submission
to Jurisdiction; Waivers.


 


The Borrower
hereby irrevocably and
unconditionally:


 


(a)       submits
for itself and
its property in
any legal action
or proceeding relating to
the Loan Documents,
or for recognition
and enforcement of
any judgment  in respect thereof,
to the non-exclusive general jurisdiction  of
the Courts of the
State of New York,
the courts of the United States
of America for the Southern District
of New York, and appellate courts from any thereof;






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(b)       consents
that any such
action or proceeding
may be brought
in such courts and
waives any objection
that it may now or hereafter
have to the
venue of any such action
or proceeding in any such
court or that such action or proceeding was
brought in an inconvenient court
and agrees not to plead or claim
the same;


 


(c)       agrees
that service of
process in any
such action or
proceeding may be effected
by mailing a
copy thereof by
registered or certified mail (or
any substantially similar form of mail),
postage prepaid, to the Borrower at its
address set forth in this Agreement
or at such other address of which the Lender
shall have been notified pursuant thereto;


 


(d)       agrees
that nothing herein
shall affect the
right to effect
service of process in
any other manner
permitted by law
or shall limit
the right to sue in
any other jurisdiction; and


 


(e)       waives,
to the maximum
extent not prohibited
by law, any
right it may have
to claim or
recover in any
legal action or proceeding referred to
in this subsection any punitive damages.


 


10.13       Acknowledgements.


 


The Borrower
hereby acknowledges that:


 


(a)       it
has been advised
by counsel in
the negotiation, execution
and delivery of the
Loan Documents;


 


(b)       the
Lender does not have any fiduciary relationship to the Borrower, and the relationship
between the Lender,
on one hand,
and the Borrower,
on the other
hand, is solely that
of debtor and
creditor; and


 


(c)       no
joint venture exists
between the Lender
and the  Borrower.


 


10.14       USA
PATRIOT ACT NOTICE


 


Lender hereby
notifies the Borrower
that pursuant to
the requirements of the
Patriot Act, it
is required to
obtain, verify and
record information that identifies
them, which information includes their name and
address and other information that will allow
Lender to identify them in accordance with the Patriot
Act.


 


10.15       WAIVERS
OF JURY TRIAL.


 


THE BORROWER
AND THE LENDER
HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY
JURY IN ANY
LEGAL ACTION OR
PROCEEDING RELATING TO THE LOAN DOCUMENTS
AND FOR ANY COUNTERCLAIM THEREIN.






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IN WITNESS
WHEREOF, the parties
hereto have caused
this Agreement to
be duly
executed and delivered
in New York, New York by
their proper and duly authorized
officers as of the day and year first above written.


 





	TRANS-LUX CORPORATION
	 
	 
	By: 	
        /s/ Robert
        J. Conologue

	 	Robert J. Conologue, Authorized Signatory
	 
	By: 	
        /s/ Todd Dupee

	 	Todd Dupee, Authorized Signatory
	 
	ACCEPTED:
	 
	BFI CAPITAL FUND II, LLC 
	 
	 
	By: 	
        /s/ Lawrence
        I. Linksman

	 	Lawrence I. Linksman, Authorized Signatory


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