EXHIBIT 10.2 CREDIT AND SECURITY AGREEMENT BY AND BETWEENCredit and Security Agreement • December 7th, 2006 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 10.1 FORBEARANCE AGREEMENT --------------------- This Agreement (the "Agreement"), dated as of November 20, 2006, is entered into by and among EMRISE CORPORATION, a Delaware corporation, EMRISE ELECTRONICS CORPORATION, a New Jersey corporation...Forbearance Agreement • December 7th, 2006 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
RECITALSPatent and Trademark Security Agreement • December 7th, 2006 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.3 REVOLVING NOTEEmrise CORP • December 7th, 2006 • Instruments for meas & testing of electricity & elec signals
For value received, the undersigned, EMRISE CORPORATION, a Delaware corporation ("Emrise Corporation"), EMRISE ELECTRONICS CORPORATION, a New Jersey corporation ("Emrise Electronics"), RO ASSOCIATES INCORPORATED, a California corporation ("RO Associates"), and CXR LARUS CORPORATION, a Delaware corporation ("Larus"; Larus, Emrise Corporation, Emrise Electronics, and RO Associates are sometimes referred to individually herein as a "Borrower" and collectively as the "Borrowers"), hereby promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), acting through its Wells Fargo Business Credit operating division, on the Termination Date referenced in the Credit and Security Agreement dated the same date as this Revolving Note that was entered into by the Lender and the Borrowers (as amended from time to time, the "Credit Agreement"; to which reference is made for capitalized terms used by not defined in this Revolving Note), at Lender's office located at 245 S. Los
TERM NOTEEmrise CORP • December 7th, 2006 • Instruments for meas & testing of electricity & elec signals
This Term Note is the Term Note referred to in the Credit Agreement, and is subject to the terms of, the Credit Agreement, which provides, among other things, for acceleration hereof. Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Term Note may be prepaid only in accordance with the terms of the Credit Agreement. This Term Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements. The Borrowers hereby agree to pay all costs of collection, including attorneys' fees and legal expenses in the event this Term Note is not paid when due, whether or not legal proceedings are commenced.
