EXHIBIT 10.66


 


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST.  REDACTED
MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


 


AMENDMENT NUMBER 8
TO LOAN DOCUMENTS


 


This AMENDMENT
NUMBER 8 TO LOAN DOCUMENTS (this “Eighth Amendment”) is entered into as
of December 31, 2009, by and between GVEC RESOURCE IV INC. (the “Agent”),
as Agent and as a Lender, and EMRISE CORPORATION, a Delaware corporation (“Parent”),
and Parent’s Subsidiaries that are signatories hereto (collectively, with
Parent, the “Borrowers” and each individually, a “Borrower”),
with reference to the following facts:


 


A.                                   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 as of August 20, 2008, that certain Amendment
Number 2 to Loan Documents, dated as of February 12, 2009, that certain
Forbearance Agreement and Amendment Number 3 to Loan Documents, dated as of March 20,
2009 (as amended by that certain Amendment to Forbearance Agreement and
Amendment Number 3 to Loan Documents, dated as of April 9, 2009), that
certain  Amendment Number 4 to Loan
Documents, dated as of April 14, 2009, that certain  Amendment Number 5 to Loan Documents, dated
as of August 14, 2009, that certain 
Amendment Number 6 to Loan Documents, dated as of November 3, 2009,
and that certain Amendment Number 7 to Loan Documents, dated as of November 13,
2009 (as further amended, restated, supplemented or modified from time to time,
the “Credit Agreement”).


 


B.                                     As
of the date hereof, there is owing under the Credit Agreement a principal
amount of Thirteen Million Eight Hundred Eighty Eight Thousand Three Hundred
Five Dollars ($13,888,305) (not including, to the extent applicable, any
contingent obligations), accrued and unpaid interest in the amount of One
Hundred Thirty Two Thousand Five Hundred Fifty Three Dollars ($132,553), legal
fees and costs, plus all other outstanding amounts and costs of enforcement due
under the Credit Agreement.  Such amount,
plus accruing interest and costs and accrued and accruing attorneys’ fees and
costs are hereinafter referred to herein as the “Existing Debt.”


 


NOW, THEREFORE,
for good and valuable consideration, the parties agree as follows:


 


1.                                       Defined
Terms.  Capitalized terms not
otherwise defined herein shall have the same meanings as set forth in the
Credit Agreement


 


2.                                       Acknowledgement
of Liability.  As of the date of this
Eighth Amendment, Borrowers owe Lenders an amount equal to the Existing
Debt.  Each Borrower reaffirms all of its
obligations under the Credit Agreement and hereby forever waives and
relinquishes any and all claims, set-offs or defenses that any Borrower may now
have with respect to the payment of sums due to Agent and the Lenders and the
performance of other obligations under the Credit Agreement.  The security interests granted to Agent in
the Credit Agreement in the Collateral remain perfected, first priority liens.


 


3.                                       Repayment.


 


(a)                                  Subject
to the other terms and conditions of this Eighth Amendment, Borrowers shall
continue to make all payments  on account
of the Revolving Loan as they become due under the Credit Agreement.  Borrower shall repay the entire principal
balance, all accrued but unpaid interest, and all other amounts owing to Agent
on account of the Revolving Loan, on the earlier of (i) the Maturity Date
or (ii) at such time as Borrowers repay all outstanding Obligations under
the Credit Agreement.


 


(b)                                 Except
as otherwise set forth herein, all existing and scheduled fees and costs,
including but not limited to those payable to PEMG and/or Agent, shall be paid
when due.


 


(c)                                  In
consideration of the execution of this Eighth Amendment, Borrowers shall pay
PEMG an advisory fee equal to Two Hundred Thousand Dollars ($200,000) (the “December Advisory
Fee”), which fee shall be due and payable on the earlier of (i) the
Maturity Date or (ii) at such time as Borrowers repay all outstanding Obligations
under the Credit Agreement.  The December Advisory
Fee shall be fully earned and nonrefundable as of the date of this Eighth
Amendment.


 


4.                                       Ratification
by Borrowers of Agent’s First Priority Security Interest in Collateral.  Each Borrower hereby confirms and ratifies
Agent’s first priority lien and security interest in and to all
Collateral.  Each Borrower shall execute
such security


 


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST.  REDACTED MATERIAL IS
MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 


agreements, financing statements and other documents
as Agent may from time to time reasonably request to carry out the terms of
this Eighth Amendment and the Credit Agreement. 
Each Borrower authorizes Agent to file such financing statements and
amendments relating to the Collateral. 
Such liens and security interests shall secure all of the obligations of
Borrowers under this Eighth Amendment and the Credit Agreement.


 


5.                                       Reviews;
Observer.  Agent shall have a right
at any time after the date of this Eighth Amendment to appoint an outside
observer, acceptable to Agent in its sole discretion, to review Borrower’s books
and records, the Collateral, and Borrowers’ business operations, all at
Borrower’s expense, which reviews shall occur at Agent’s option and in Agent’s
sole discretion.  Notwithstanding the
foregoing, unless an Event of Default shall have occurred prior thereto, Agent
acknowledges and agrees that (i) it shall not appoint an observer pursuant
to this Section 5 before February 25, 2010; (ii) Agent shall
provide Parent no less than three (3) Business Days’ prior notice of the
arrival of any such observer; (iii) such reviews shall occur at reasonable
times agreed upon by the parties (or, during normal business hours, in the
event the parties cannot agree upon such times) and without causing undue
disruption to the business operations of Borrowers or the Foreign Subsidiaries
(provided that Borrowers shall make available to the observer such members of
Borrowers’ executive management as the observer shall reasonably request); and (iv) the
reasonable expense associated with such observer shall be borne by Borrowers
but shall not be due and payable until the earlier of (x) the Maturity
Date or (y) at such time as Borrowers repay all outstanding Obligations
under the Credit Agreement.


 


6.                                       Representations
and Warranties.


 


(a)                                  Each
Borrower hereby represents and warrants that, after giving effect to this
Eighth Amendment, no Event of Default or failure of condition has occurred or
exists, or would exist with notice or lapse of time or both under the Credit
Agreement.


 


(b)                                 All
representations and warranties of Borrowers in this Eighth Amendment and the
Credit Agreement are true and correct as of the date hereof, and shall survive
the execution of this Eighth Amendment.


 


7.                                       Amendments.
The Credit Agreement is hereby amended as follows:


 


(a)                                  Schedule
1.1 of the Credit Agreement hereby is amended by adding the following
definitions:


 


“Eighth Amendment” means that certain Amendment
Number 8 to Loan Documents, dated as of December 31, 2009, by and among
Borrowers, Agent and the Lenders party thereto.


 


“Eighth Amendment Effective Date” means that
date on which each of the conditions precedent set forth in Section 9 of
the Eighth Amendment has been satisfied.


 


(b)                                 Section 2.2(d) of
the Credit Agreement hereby is amended and restated in its entirety to read as
follows:


 


“(d)                           Subject
to subsection (c), above, the principal of Term Loan A shall be repaid in
biweekly installments of $37,500, commencing February 1, 2010 and
continuing until the earlier of (i) the Maturity Date or (ii) at such
time as Borrowers repay all outstanding Obligations under the Credit Agreement,
at which time the entire principal balance and all accrued and unpaid interest
on Term Loan A shall be due and payable in full.”


 


(c)                                  Section 2.2(e) of
the Credit Agreement hereby is amended and restated in its entirety to read as
follows:


 


“(e)                            Subject
to subsection (c), above, the principal of Term Loan B shall be repaid in
biweekly installments of $37,500, commencing February 1, 2010 and
continuing until the earlier of (i) the Maturity Date or (ii) at such
time as Borrowers repay all outstanding Obligations under the Credit Agreement,
at which time the entire principal balance and all accrued and unpaid interest
on Term Loan B shall be due and payable in full.”


 


(d)                                 New
Section 2.2(f) hereby is added to the Credit Agreement to read as
follows:


 


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CONFIDENTIAL TREATMENT REQUEST.  REDACTED
MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


 


“(f)                              Subject
to subsection (c), above, the payments due as of January 1, 2010 under
Sections 2.2(d) and (e) shall be in the aggregate principal amount of
$150,000 (plus interest paid in accordance with the terms of the Credit Agreement).”


 


(e)                                  Section 2.4(c)(i) of
the Credit Agreement hereby is amended by amending and restating the clause at
the end of the first sentence of such Section 2.4(c)(i) to read as
follows:


 


“; provided,
however, that (x) except as set forth in (y) and (z), below,
in connection with any such sales or distributions that occur subsequent to the
Eighth Amendment Effective Date, Borrowers shall prepay the outstanding Obligations
in an amount equal to [* * *]  of the Net
Cash Proceeds received in connection with such sales or distributions; (y) Borrowers
shall not be obligated to prepay the outstanding Obligations from the Net Cash
Proceeds received in connection with the sale of [* * *]; and (z) Borrowers
shall prepay the outstanding Obligations in an amount equal to (i) [* * *]
 of the Net Cash Proceeds received in
connection with the sale of [* * *] and (ii)    [* * *] of the Net Cash Proceeds received in
connection with the sale of [* * *].”


 


(f)                                    Section 5.22
of the Credit Agreement hereby is amended and restated in its entirety to read
as follows:


 


“5.22                     Intentionally
Omitted.”


 


(g)                                 New
Section 5.23 hereby is added to the Credit Agreement to read as follows:


 


“5.23                     Sales of
Assets; Key Milestones.


 


(a)                                  [*
* *];


 


(b)                                 Milestones
re and Sale of [* * *].  Borrowers
shall (i) achieve each of the “Key Milestones,” by respective dates
indicated, [* * *]; in each case of (i) and (ii), in form and content, and
on such terms and conditions as are, reasonably acceptable to Agent; and


 


(c)                                  [*
* *]


 


(h)                                 Section 6.16(a) of
the Credit Agreement hereby is amended and restated in its entirety to read as
follows:


 


“(a)                            Intentionally
Omitted.”


 


(i)                                     Section 6.16(b) of
the Credit Agreement hereby is amended and restated in its entirety to read as
follows:


 


“(b)                           Intentionally
Omitted.”


 


(j)                                     Section 6.16(c) of
the Credit Agreement hereby is amended and restated in its entirety to read as
follows:


 


“(c)                            Intentionally
Omitted.”


 


(k)                                  Section 6.16(d) of
the Credit Agreement hereby is amended and restated in its entirety to read as
follows:


 


“(d)                           Intentionally
Omitted.”


 


(l)                                     Notwithstanding
any provision of the Credit Agreement to the contrary,


 


(A) Borrowers shall provide to PEMG the
following:


 


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SECURITIES AND EXCHANGE COMMISSION.


 


(i) by Monday of
each week, (x) a weekly cash flow report detailing the previous weeks’
receipts and expenses (and Borrowers’ global cash balances as reported in the
most recent Borrowing Base Certificate) and (y) a 3-week (by week)
forecast for the same line-items as set forth in the weekly cash flow report;
in each case, in the form attached to this Eighth Amendment as Exhibit A;


 


(ii) (x) access
to any electronic data room established in connection with the sale, transfer
or other disposition of any of Borrowers’ assets, and (y) copies of all
letters of intent, term sheets, expressions of interest (or similar), and draft
purchase and sale documents (or similar) and other key documents, and copies of
all correspondence or other written communications by or among any Borrower and
any prospective purchaser (or other acquirer) of any of Borrowers’ assets; in
each case, as and when delivered or received;


 


(iii) evidence of
Borrowers’ global cash balances as of the Business Day immediately preceding
each Borrowing Base Certificate, certified by an Authorized Person, in the form
attached to this Eighth Amendment as Exhibit B; and


 


(B) Borrowers shall, and shall cause Borrowers’
investment banking or similar firm (including but not limited to Boenning &
Scattergood), to meet weekly (or more frequently as PEMG may reasonably
determine), on Thursday of each week, at 9:30 a.m. California time, with
PEMG to discuss the status of Borrowers’ asset sales efforts, compliance with
this Eighth Amendment, and such other matters as PEMG may reasonably determine
and/or deem necessary.


 


8.                                       Default.  In addition to all other Events of Default
under the Credit Agreement, Borrowers’ failure to pay any amount when due under
this Eighth Amendment or to perform any covenant or other Eighth Amendment
contained in this Eighth Amendment or any other document entered into pursuant
hereto, shall constitute Events of Default under this Eighth Amendment and the
Credit Agreement.


 


9.                                       Conditions
Precedent.  The effectiveness of this
Eighth Amendment is subject to Agent’s receipt of all of the following:


 


(a)                                  this
Eighth Amendment and such other agreements and instruments reasonably requested
by Agent pursuant hereto (including such documents as are necessary to create
and perfect Agent’s interest in the Collateral), each duly executed by each
Borrower;


 


(b)                                 payment
of all legal fees and expenses incurred through the date of this Eighth
Amendment, estimated not to exceed $35,000 (which shall be remitted via wire
transfer according to the instructions set forth in Annex Z hereto); and


 


(c)                                  such
other documents and completion of such other matters as Agent may reasonably
deem necessary or appropriate.


 


10.                                 Release.


 


(a)                                  Each
Borrower acknowledges that neither Agent, any Lender nor PEMG (the “Released
Parties”) would enter into this Eighth Amendment without Borrowers’
assurance hereunder.  Except for the
obligations arising hereafter under this Eighth Amendment, each Borrower hereby
absolutely discharges and releases the Released Parties, any person or entity
that has obtained any interest from any of them under the Credit Agreement or
otherwise and each of the Released Parties’ and such entities’ former and
present partners, stockholders, officers, directors, employees, successors,
assignees, agents and attorneys from any known or unknown claims which any
Borrower now has against any of them of any nature, including any claims that
any Borrower, its successors, counsel, and advisors may in the future discover
they would have now had if they had known facts not now known to them, whether
founded in contract, in tort or pursuant to any other theory of liability,
including but not limited to any claims arising out of or related to the Credit
Agreement or the transactions contemplated thereby.


 


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST.  REDACTED MATERIAL IS
MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 


(b)                                 Each
Borrower waives the provisions of California Civil Code Section 1542,
which states:


 


A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


(c)                                  The
provisions, waivers and releases set forth in this section are binding upon
each Borrower and each Borrower’s shareholders, agents, employees, assigns and
successors in interest.  The provisions,
waivers and releases of this section shall inure to the benefit of the Released
Parties and their respective agents, employees, officers, directors, assigns
and successors in interest.


 


(d)                                 Each
Borrower warrants and represents that such Borrower is the sole and lawful
owner of all right, title and interest in and to all of the claims released hereby
and no Borrower has heretofore assigned or transferred or purported to assign
or transfer to any person any such claim or any portion thereof.  Each Borrower shall indemnify and hold
harmless Agent, each Lender and PEMG from and against any claim, demand,
damage, debt, liability (including payment of attorneys’ fees and costs
actually incurred whether or not litigation is commenced) based on or arising
out of any such assignment or transfer.


 


(e)                                  The
provisions of this section shall survive payment in full of the Obligations,
full performance of all the terms of this Eighth Amendment and the Credit
Agreement, and/or Agent’s, any Lender’s or PEMG’s actions to exercise any
remedy available under the Credit Agreement or otherwise.


 


11.                                 Consultation
of Counsel.  Each Borrower
acknowledges that such Borrower has had the opportunity to be represented by
legal counsel of its own choice throughout all of the negotiations that
preceded the execution of this Eighth Amendment.  Each Borrower has executed this Eighth
Amendment after reviewing and understanding each provision of this Eighth
Amendment and without reliance upon any promise or representation of any person
or persons acting for or on behalf of Agent. 
Each Borrower further acknowledges that such Borrower and its counsel
have had adequate opportunity to make whatever investigation or inquiry they
may deem necessary or desirable in connection with the subject matter of this
Eighth Amendment prior to the execution hereof and the delivery and acceptance
of the consideration described herein.


 


12.                                 Miscellaneous.


 


(a)                                  Successors
and Assigns.  This Eighth Amendment
shall be binding upon and shall inure to the benefit of Borrower and Agent and
their respective successors and assigns; provided, however, that the foregoing
shall not authorize any assignment by Borrower of its rights or duties
hereunder.


 


(b)                                 Integration.  This Eighth Amendment and any documents
executed in connection herewith or pursuant hereto contain the entire Eighth
Amendment between the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, offers and negotiations, oral
or written, with respect thereto and no extrinsic evidence whatsoever may be
introduced in any judicial or arbitration proceeding, if any, involving this
Eighth Amendment; except that any financing statements or other agreements or
instruments filed by Agent with respect to Borrower shall remain in full force
and effect.


 


(c)                                  Course
of Dealing; Waivers.  No course of
dealing on the part of Agent or its officers, nor any failure or delay in the
exercise of any right by Agent, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any later
exercise of any such right.  Agent’s
failure at any time to require strict performance by Borrower of any provision
shall not affect any right of Agent thereafter to demand strict compliance and
performance.  Any suspension or waiver of
a right must be in writing signed by an officer of Agent.


 


(d)                                 Time
is of the Essence.  Time is of the
essence as to each and every term and provision of this Eighth Amendment and
the other Credit Agreement.


 


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TREATMENT REQUEST.  REDACTED MATERIAL IS
MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 


(e)                                  Legal
Effect.  The Credit Agreement remains
in full force and effect.  If any
provision of this Eighth Amendment conflicts with applicable law, such
provision shall be deemed severed from this Eighth Amendment, and the balance
of this Eighth Amendment shall remain in full force and effect.


 


(f)                                    Choice
of Law and Venue; Jury Trial Waiver; Judicial Reference; Service of Process.  Section 12 of the Credit Agreement
hereby is incorporated herein by this reference as though fully set forth.


 


(g)                                 Upon
the effectiveness of this Eighth Amendment, each reference in the Credit
Agreement to “this Eighth Amendment,” “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 Eighth Amendment.


 


(h)                                 Upon
the effectiveness of this Eighth 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 Eighth Amendment.


 


(i)                                     Assignment
and Indemnity.  Borrower consents to
Agent’s assignment, in accordance with Section 13 if the Credit Agreement,
of all or any part of Agent’s rights under this Eighth Amendment and the Credit
Agreement.


 


13.                                 Entire
Amendment; Effect of Eighth Amendment. 
This Eighth Amendment, and the terms and provisions hereof, constitutes
the entire Eighth Amendment among the parties pertaining to the subject matter
hereof and supersedes any and all prior or contemporaneous amendments relating
to the subject matter hereof. Except as expressly set forth in this Eighth
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
Eighth Amendment conflict with those of the Credit Agreement or other Loan
Documents, the terms and provisions of this Eighth Amendment shall control.
This Eighth Amendment is a Loan Document.


 


14.                                 Counterparts; Electronic Transmission. This Eighth 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 Eighth
Amendment by signing any such counterpart. Delivery of an executed counterpart
of this Eighth Amendment by electronic mail shall be equally as effective as
delivery of an original executed counterpart of this Eighth Amendment. Any
party delivering an executed counterpart of this Eighth Amendment by electronic
mail also shall deliver an original executed counterpart of this Eighth
Amendment, but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Eighth
Amendment.


 


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SECURITIES AND EXCHANGE COMMISSION.


 


[Balance of Page Intentionally
Left Blank]


 


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SECURITIES AND EXCHANGE COMMISSION.


 


IN WITNESS
WHEREOF, the parties have caused this Amendment Number 8 to Loan Documents to
be executed and delivered on the date first written above.


 


	
  EMRISE
  CORPORATION

  	
   

  	
  EMRISE
  ELECTRONICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
  Carmine
  Oliva

  	
   

  	
  Name:

  	
  Carmine
  Oliva

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  CXR
  LARUS CORPORATION

  	
   

  	
  RO
  ASSOCIATES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
  Carmine
  Oliva

  	
   

  	
  Name:

  	
  Carmine
  Oliva

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  CUSTOM
  COMPONENTS, INC.

  	
   

  	
  ADVANCED
  CONTROL COMPONENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
  Carmine
  Oliva

  	
   

  	
  Name:

  	
  Carmine
  Oliva

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GVEC
  RESOURCE IV INC.,

  
	
   

  	
   

  	
  as
  Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


[Signature Page to Amendment Number 8 to Loan Documents]


 

















 


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SECURITIES AND EXCHANGE COMMISSION.


 


ANNEX X


 


[* * *]


 

















 


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ANNEX Y


 


[* * *]