Exhibit 10.3


 


AMENDMENT NUMBER 15 TO LOAN DOCUMENTS


 


This
AMENDMENT NUMBER 15 TO LOAN DOCUMENTS (this “Fifteenth Amendment”) is entered
into as of July 31, 2010, by and among GVEC RESOURCE IV INC. (the “Agent”),
as Agent and as a Lender, PRIVATE EQUITY MANAGEMENT GROUP LLC, a Delaware
limited liability company (“PEMG”), 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 Apri1 9, 2009), that certain Amendment Number 4 to Loan Documents,
dated as of Apri1 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, that certain Amendment
Number 7 to Loan Documents, dated as of November 13, 2009, that certain
Amendment Number 8 to Loan Documents, dated as of December 31, 2009, that
certain Amendment Number 9 to Loan Documents, dated as of Apri1 13, 2010, that
certain Amendment Number 10 to Loan Documents, dated as of May 3, 2010,
that certain Amendment Number 11 to Loan Documents, dated as of May 17,
2010, that certain Amendment Number 12 to Loan Documents, dated as of June 1,
2010, that certain Amendment Number 13 to Loan Documents, dated as of June 17,
2010 and that certain Amendment Number 14 to Loan Documents, dated as of July 16,
2010 (as further amended, restated, supplemented or modified from time to time,
the “Credit Agreement”).


 


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.                                      Representations and Warranties.


 


(a)                                 Each Borrower hereby represents and warrants
that, after giving effect to this Fifteenth 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 Fifteenth Amendment and the Credit Agreement are true and
correct as of the date hereof, and shall survive the execution of this
Fifteenth Amendment.


 


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3.                                      Amendments.


 


(a)                                 “Key Milestone” numbered 10, as set forth in
Annex Y to the Credit Agreement, as Annex Y has been amended from time to time,
is hereby replaced in its entirety with the Key Milestone set forth in Annex
Y-6 attached hereto.


 


(b)                                 The defined term “Maturity Date” in the Credit
Agreement shall mean and refer to August 31, 2010.


 


4.                                      Default.  In addition
to all other Events of Default under the Credit Agreement, the following shall
constitute Events of Default under this Fifteenth Amendment and the Credit
Agreement: (i) Borrowers’ failure to pay any amount when due under this
Fifteenth Amendment or to perform any covenant or other agreement contained in
this Fifteenth Amendment, or any other document entered into pursuant hereto,
and/or (ii) the termination of the Stock Purchase Agreement between Emrise
Electronics Corporation and Aeroflex Incorporated dated as of June 7,
2010, as amended from time to time.


 


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


 


(a)                                 this Fifteenth 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 by Borrowers to PEMG of an amendment
fee in the amount of Thirty Thousand Dollars ($30,000), which shall be
nonrefundable as of the date hereof and due and payable as follows: (i) Twenty
Thousand Dollars ($20,000) on the date of this Fifteenth Amendment; and (ii) an
additional Ten Thousand Dollars ($10,000) on August 20, 2010;


 


(c)                                  payment by Borrowers of all legal fees and
expenses incurred through (which shall be due and payable on, and nonrefundable
as of) the date of this Fifteenth Amendment (which shall be remitted via wire
transfer according to the instructions set forth on Exhibit A hereto); and


 


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


 


6.                                      Release.


 


(a)                                 Each Borrower acknowledges that neither Agent,
any Lender nor PEMG (the “Released Parties”) would enter into this
Fifteenth Amendment without Borrowers’ assurance hereunder.  Except for the obligations arising hereafter
under this Fifteenth 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 


 


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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.


 


(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
Fifteenth 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.


 


7.                                      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
Fifteenth Amendment.  Each Borrower has
executed this Fifteenth Amendment after reviewing and understanding each
provision of this Fifteenth 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 Fifteenth Amendment prior to the execution
hereof and the delivery and acceptance of the consideration described herein.


 


8.                                      Miscellaneous.


 


(a)                                 Successors and Assigns.  This
Fifteenth Amendment shall be binding upon and shall inure to the benefit of
Borrower and Agent and their respective successors and assigns; 


 


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provided,
however, that the foregoing shall not authorize any assignment by Borrower of
its rights or duties hereunder.


 


(b)                                 Integration.  This
Fifteenth Amendment and any documents executed in connection herewith or
pursuant hereto contain the entire Fifteenth 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 Fifteenth 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 Fifteenth
Amendment and the other Credit Agreement


 


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


 


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


 


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


 


9.                                      Entire Amendment; Effect of Fifteenth Amendment.  This Fifteenth Amendment, and the terms and
provisions hereof, constitutes the entire Fifteenth Amendment among the parties
pertaining to the subject matter hereof and supersedes any and all prior or 


 


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contemporaneous
amendments relating to the subject matter hereof.  Except as expressly set forth in this
Fifteenth 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 Fifteenth Amendment
conflict with those of the Credit Agreement or other Loan Documents, the terms
and provisions of this Fifteenth Amendment shall control.  This Fifteenth Amendment is a Loan Document.


 


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


 


[Balance of Page Intentionally Left Blank]


 


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IN
WITNESS WHEREOF, the parties have caused this AMENDMENT NUMBER 15 TO LOAN
DOCUMENTS to be executed and delivered on the date 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

  	
   

  	
  ADVANCED
  CONTROL

  
	
   

  	
   

  	
   

  	
  COMPONENTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Carmine Oliva

  	
   

  	
  By:

  	
  /s/
  Carmine Oliva

  
	
  Name:
  

  	
  Carmine
  Oliva

  	
   

  	
  Name:
  

  	
  Carmine
  Oliva

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSTOM COMPONENTS, INC.

  	
   

  	
  GVEC
  RESOURCE IV INC.,

  
	
   

  	
   

  	
   

  	
  As
  Agent and a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Carmine Oliva

  	
   

  	
  By:
  PRIVATE EQUITY MANAGEMENT

  
	
  Name:
  

  	
  Carmine
  Oliva

  	
   

  	
  GROUP
  LLC, its Court-Appointed Receiver

  
	
  Title:

  	
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Robert P. Mosier

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Robert
  P. Mosier

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Receiver

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRIVATE EQUITY MANAGEMENT

  	
   

  	
   

  	
   

  
	
  GROUP LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robert P. Mosier

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Robert
  P. Mosier

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Receiver

  	
   

  	
   

  	
   

  



 


[Signature Page to Amendment Number 15 to Loan
Documents]


 


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ANNEX Y-6


 


(Amended “Key Milestones” re Sale of ACC)


 


	
  Key

  Milestone

  #

  	
   

  	
  Date

  	
   

  	
  PEM Deliverable

  	
   

  	
  Description

  	
   

  
	
  10

  	
   

  	
  8/31

  	
   

  	
  Closing documentation

  	
   

  	
  ·     Complete vote and
  close transaction

  	
   

  



 


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