Exhibit 10.2


 


AMENDMENT
NUMBER 7 TO LOAN DOCUMENTS


 


THIS
AMENDMENT NUMBER 7 TO LOAN DOCUMENTS (this “Seventh Amendment”), is entered into as
of November 13, 2009, by and among GVEC RESOURCE IV INC.
(“Agent”), as Agent and as a Lender, EMRISE
CORPORATION, a Delaware corporation (“Parent”), and Parent’s
Subsidiaries that are signatories hereto (collectively with Parent, “Borrowers”).


 


W
I T N E S S E T H


 


WHEREAS, Borrowers, Agent
and the Lenders named therein are parties to that certain Credit Agreement, dated
as of November 30, 2007, as amended by that certain Amendment Number 1 to
Loan Documents, dated August 20, 2008, that certain Amendment Number 2 to
Loan Documents, dated February 12, 2009, that certain Forbearance
Agreement and Amendment Number 3 to Loan Documents, dated March 20, 2009
(as amended by that certain Amendment to Forbearance Agreement and Amendment
Number 3 to Loan Documents, dated April 9, 2009), that certain Amendment
Number 4 to Loan Documents, dated April 14, 2009, that certain Amendment
Number 5 to Loan Documents, dated August 14, 2009, and that certain
Amendment Number 6 to Loan Documents, dated November 3, 2009 (as further
amended, restated, supplemented, or modified from time to time, the “Credit
Agreement”); and


 


WHEREAS, the parties to
the Credit Agreement desire to amend certain provisions of the Credit Agreement
as more fully set forth below.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Loan Documents as follows:


 


1.             DEFINITIONS. 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement, as amended hereby.


 


2.             AMENDMENT TO CREDIT AGREEMENT.


 


(a)           Schedule 1.1 of the Credit Agreement is amended by
the addition or amendment and restatement, as applicable, of the following
definitions:


 


“EBITDA” means, with respect to any fiscal period, Parent’s and
its Subsidiaries’ consolidated net earnings (or loss), excluding (i) any
non-cash gain or loss associated with the change in fair value of warrants,
(ii) any non-cash impairment associated with the write down of the
long-lived assets of RO Associates Incorporated, a Borrower, and (iii) any
loss or non-cash impairment associated with the discontinuation of operations,
pursuant to a sale or otherwise, of RO Associates Incorporated recorded in the
Parent’s and Subsidiaries’ consolidated financial statements in any period
ending on or prior to December 31, 2009, minus interest income and
extraordinary gains (including gains on sale of assets) plus interest expense,
Income Tax Expense, depreciation, and amortization, in each case, as determined in accordance with GAAP.


 

















 


“Seventh Amendment” means that certain Amendment Number 7 to
Loan Documents, dated as of November 13, 2009, by and among Borrowers,
Agent and the Lenders party thereto.


 


“Seventh Amendment Effective Date” means the date on which each
of the conditions precedent set forth in Section 3 of the Seventh
Amendment has been satisfied.


 


3.             CONDITIONS PRECEDENT TO
THIS SEVENTH AMENDMENT.  The
satisfaction of each of the following shall constitute conditions precedent to
the effectiveness of this Seventh Amendment and each and every provision
hereof:


 


(a)           The representations and warranties in the
Credit Agreement and the other Loan Documents shall be true and correct in all
material respects on and as of the Seventh Amendment Effective Date, as though
made on such date (except to the extent that such representations and warranties
relate solely to an earlier date);


 


(b)           No Default or Event of Default shall have
occurred and be continuing on the date hereof or as of the Seventh Amendment
Effective Date;


 


(c)           No injunction, writ, restraining order,
or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein shall have been issued and
remain in force by any Governmental Authority against any Borrower, Agent, any
Lender or any of their Affiliates;


 


(d)           Borrowers have paid to Private Equity
Management Group, Inc. (“PEMG”), in immediately available funds, an
amount equal to the Advisory Fee; and


 


(e)           No Material Adverse Change shall have
occurred.


 


4.             ADVISORY FEE. 
For PEMG’s advice in connection with this Seventh Amendment the
Borrowers shall pay to PEMG, in immediately available funds, an amount equal to
$15,000 on the Seventh Amendment Effective Date (“Advisory Fee”).  The Advisory Fee represents an advisory fee
which is fully earned as of the Seventh Amendment Effective Date and no portion
of such advisory fee shall be refundable for any reason, or applied to the
outstanding balance of the Term Loans or any other amounts owing under the
Credit Agreement.  Agent and Lenders
agree that except for the Advisory Fee, no fees, including non-cash or any
other form of consideration, will be payable to Agent or Lenders in connection
with this Seventh Amendment.


 


5.             CONSTRUCTION. 
THIS SEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN THE STATE OF CALIFORNIA.


 


6.             ENTIRE AMENDMENT; EFFECT
OF SEVENTH AMENDMENT.  This Seventh Amendment, and
the terms and provisions hereof, constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes any and all
prior or 


 


2

















 


contemporaneous amendments relating to the subject matter hereof.  Except as expressly set forth in this Seventh
Amendment, the Credit Agreement and other Loan Documents shall remain unchanged
and in full force and effect.  To the
extent any terms or provisions of this Seventh Amendment conflict with those of
the Credit Agreement or other Loan Documents, the terms and provisions of this Seventh
Amendment shall control.  This Seventh
Amendment is a Loan Document.


 


7.             COUNTERPARTS;
TELEFACSIMILE EXECUTION.  This Seventh Amendment
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may
execute this Seventh Amendment by signing any such counterpart.  Delivery of an executed counterpart of this Seventh
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Seventh Amendment.  Any party delivering an executed counterpart
of this Seventh Amendment by telefacsimile also shall deliver an original
executed counterpart of this Seventh Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Seventh Amendment.


 


8.             MISCELLANEOUS.


 


(a)           Upon the effectiveness of this Seventh Amendment,
each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“herein,” “hereof” or words of like import referring to the
Credit Agreement shall mean and refer to the Credit Agreement as amended by
this Seventh Amendment.


 


(b)           Upon the effectiveness of this Seventh Amendment,
each reference in the Loan Documents to the “Credit Agreement,” “thereunder,”
“therein,” “thereof” or words of like import referring to the
Credit Agreement shall mean and refer to the Credit Agreement as amended by
this Seventh Amendment.


 


[signatures on next page]


 


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IN WITNESS WHEREOF, the
parties have caused this Seventh Amendment to be executed and delivered on the
date first written above.


 


	
  EMRISE
  CORPORATION

  	
   

  	
  EMRISE
  ELECTRONICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carmine T.
  Oliva

  	
   

  	
  By:

  	
  /s/ Carmine T.
  Oliva

  
	
  Name: Carmine
  Oliva

  	
   

  	
  Name: Carmine
  Oliva

  
	
  Title: Chief
  Executive Officer

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CXR
  LARUS CORPORATION

  	
   

  	
  RO
  ASSOCIATES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carmine T.
  Oliva

  	
   

  	
  By:

  	
  /s/ Carmine T.
  Oliva

  
	
  Name: Carmine
  Oliva

  	
   

  	
  Name: Carmine Oliva

  
	
  Title: President

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CUSTOM
  COMPONENTS, INC.

  	
   

  	
  ADVANCED
  CONTROL COMPONENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carmine T.
  Oliva

  	
   

  	
  By:

  	
  /s/ Carmine T.
  Oliva

  
	
  Name: Carmine
  Oliva

  	
   

  	
  Name: Carmine
  Oliva

  
	
  Title: President

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GVEC
  RESOURCE IV INC.,

  
	
   

  	
   

  	
  as Agent and a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ signature
  illegible

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ signature
  illegible

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
						



 


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