Exhibit 10.1


 


AMENDED AND RESTATED

TERM LOAN A NOTE


 


	
  $1,000,000

  	
  Irvine, California

  
	
   

  	
  August 31, 2010

  



 


FOR VALUE RECEIVED, EMRISE
CORPORATION,  a Delaware corporation (“Parent”), EMRISE ELECTRONICS CORPORATION,  a New Jersey corporation (“EEC”),  and CXR LARUS CORPORATION,  a Delaware corporation (“CXR”)  (each of Parent, EEC, and CXR is
referred to herein individually as a “Borrower”
and, collectively, as the “Borrowers”), hereby
jointly and severally promise to pay GVEC
RESOURCE IV INC.,  a company organized under the laws
of the British Virgin Islands or its registered assigns (“Payee”),  on or before August 31, 2012
(or such earlier date of termination of this Note, whether by prepayment, or by
acceleration, the “Maturity Date”),  the lesser of (a) ONE MILLION DOLLARS AND ZERO
CENTS ($1,000,000.00), and (b) the unpaid principal amount of Term Loan A
made by Payee to the Borrowers under the Credit Agreement referred to below,
all as more particularly set forth herein. The principal hereof and all
interest thereon shall be due and payable as provided below.


 


Borrowers also hereby jointly and severally promise
to pay interest on the unpaid principal amount hereof, from the date hereof
until paid in full, as follows, notwithstanding anything to the contrary set
forth in that certain Credit Agreement, dated as of November 30, 2007 (as
amended, restated, replaced, supplemented or otherwise modified from time to
time, the “Credit Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
Borrowers, the Lenders that are signatories thereto, and Payee, as Arranger and
Agent:


 


From the date hereof and continuing on the same day
each month thereafter through August 31, 2012, Borrower shall pay interest
only on the outstanding principal amount hereof at a fixed per annum rate equal
to (x) twelve and one half percent (12.5%) from the date hereof through
and including August 31, 2011; and (y) fifteen and one half percent
(15.5%) thereafter, through the Maturity Date. From February 29, 2012 and
continuing on the last day of each month thereafter through the Maturity Date,
Borrower shall pay equal month installments of principal plus interest, in an
amount sufficient to fully amortize the balance due under this Note. On the
Maturity Date, all outstanding principal and interest, if any, and any unpaid
fees or cost, and all other amounts due under the Credit Agreement shall be
paid in full.


 


This Amended and Restated Term Loan A Note is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which Term Loan A evidenced hereby was made and is to be
repaid, including but not limited to any default rates and other fees and
costs.


 


All payments of principal and interest in respect of
this Amended and Restated Term Loan A Note shall be made in lawful money of the
United States of America in same day funds to Agent’s Account for the account
of the Lender Group or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit Agreement. Payee
hereby agrees, by its acceptance hereof, that before disposing of this Amended
and


 


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Restated Term Loan A Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of the date to
which interest hereon has been paid; provided, the failure to make a
notation of any payment made on this Amended and Restated Term Loan A Note
shall not limit or otherwise affect the obligations of the Borrowers hereunder
with respect to payments of principal of or interest on this Amended and
Restated Term Loan A Note.


 


This Amended and Restated Term Loan A Note is
subject to mandatory prepayment and to prepayment at the option of Borrowers,
each as provided in the Credit Agreement.


 


THIS AMENDED AND RESTATED TERM LOAN A NOTE AND THE
RIGHTS AND OBLIGATIONS OF THE BORROWERS AND PAYEE HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.


 


Upon the occurrence of an Event of Default, the
unpaid balance of the principal amount of this Amended and Restated Term Loan A
Note, together with all accrued and unpaid interest thereon, may become, or may
be declared to be, due and payable in the manner, upon the conditions and with
the effect provided in the Credit Agreement.


 


The terms of this Amended and Restated Term Loan A
Note are subject to amendment only in the manner provided in the Credit
Agreement.


 


No reference herein to the Credit Agreement and no
provision of this Amended and Restated Term Loan A Note or the Credit Agreement
shall alter or impair the obligations of Borrowers, which are absolute and
unconditional, to pay the principal of and interest on this Amended and
Restated Term Loan A Note at the place, at the respective times, and in the
currency herein prescribed.


 


Borrowers promise, jointly and severally, to pay all
costs and expenses, including reasonable attorneys’ fees, all as provided in
the Credit Agreement, incurred in the collection and enforcement of this
Amended and Restated Term Loan A Note. Borrowers and any endorsers of this
Amended and Restated Term Loan A Note hereby consent to renewals and extensions
of time at or after the maturity hereof, without notice, and hereby waive
diligence, presentment, protest, demand notice of every kind and, to the full
extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.


 


Subject to the terms and conditions of that certain
Amendment Number 16 to Loan Documents dated as of even date herewith, by and
among Borrowers, Payee and , Private Equity Management Group LLC, as Payee’s
court-appointed receiver, this Amended and Restated Term Loan A Note completely
amends and restates that certain Term Loan A Note issued by Borrowers to Payee
on or about November 30, 2007 (the “Original Note”), which Original Note
shall, upon execution and delivery of this Amended and Restated Term Loan A
Note be of no further force or effect.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the Borrowers have caused this
Amended and Restated Term Loan A Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written
above.


 


	
  EMRISE CORPORATION

  	
   

  	
  EMRISE ELECTRONICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carmine Oliva

  	
   

  	
  By:

  	
  /s/ Carmine Oliva

  
	
  Name:

  	
  Carmine Oliva

  	
   

  	
  Name: 

  	
  Carmine Oliva

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title: 

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CXR LARUS CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carmine Oliva

  	
   

  	
   

  
	
  Name: 

  	
  Carmine Oliva

  	
   

  	
   

  
	
  Title: 

  	
  President

  	
   

  	
   

  



 


[Signature Page to Amended and
Restated Term Loan A Note]