ContractEmrise CORP • December 6th, 2007 • Instruments for meas & testing of electricity & elec signals
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
CREDIT AGREEMENT by and among EMRISE CORPORATION and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and GVEC RESOURCE IV INC. as the Arranger and Agent Dated as of November...Credit Agreement • December 6th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 30, 2007, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), GVEC RESOURCE IV INC., a company organized under the laws of the British Virgin Islands, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), EMRISE CORPORATION, a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower,” and collectively, jointly and severally, as the “Borrowers”).
GUARANTYGuaranty • December 6th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
THIS GUARANTY (this “Guaranty”) is executed as of November 30, 2007, by XCEL Japan Ltd. (the “Guarantor”), for the benefit of GVEC Resource IV Inc., as Arranger and Agent (the “Agent”) and the Lenders (as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as herein defined).
PATENT SECURITY AGREEMENTPatent Security Agreement • December 6th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
EMRISE Corporation, a Delaware corporation, and RO Associates Incorporated, a California corporation (collectively, “Grantor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, grant to GVEC Resource IV Inc., a company organized and existing under the laws of the British Virgin Islands, as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to that certain Credit Agreement, entered into by and among the Grantor, Agent, and Lenders, dated as of November 30, 2007 ( the “Credit Agreement”), a continuing security interest in the following property:
SECURITY AGREEMENTSecurity Agreement • December 6th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
This SECURITY AGREEMENT (this “Agreement”) is made as of the 30th day of November, 2007, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and GVEC RESOURCE IV INC., a company organized and existing under the laws of the British Virgin Islands, in its capacity as administrative agent for the Lender Group (together with its successors, “Agent”).
Dated 30 November, 2007 CXR ANDERSON JACOBSON S.A.S. (Pledgor) GVEC RESOURCE IV INC. (Administrative Agent) and THE LENDERS (1) (2) (3) GOING CONCERN PLEDGE AGREEMENTEmrise CORP • December 6th, 2007 • Instruments for meas & testing of electricity & elec signals
TERM LOAN B NOTEEmrise CORP • December 6th, 2007 • Instruments for meas & testing of electricity & elec signals • Delaware
Borrowers also hereby jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of 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.
TERM LOAN A NOTEEmrise CORP • December 6th, 2007 • Instruments for meas & testing of electricity & elec signals • Delaware
Borrowers also hereby jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of 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.
GUARANTYGuaranty • December 6th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals • California
THIS GUARANTY (this “Guaranty”) is executed and delivered as a deed as of November 30, 2007, by each of the parties that are signatories hereto (such parties are referred to hereinafter each individually as a “Guarantor,” and collectively, jointly and severally, as the “Guarantors”), for the benefit of GVEC Resource IV Inc., as Arranger and Agent (the “Agent”) and the Lenders (as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as herein defined).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 6th, 2007 • Emrise CORP • Instruments for meas & testing of electricity & elec signals
EMRISE Corporation, a Delaware corporation, RO Associates Incorporated, a California corporation and EMRISE Electronics Corporation, a New Jersey corporation (collectively, “Grantor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, grant to GVEC Resource IV Inc., a company organized and existing under the laws of the British Virgin Islands, as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to that certain Credit Agreement, entered into by and among the Grantor, Agent, and Lenders, dated as of November 30, 2007 ( the “Credit Agreement”), a continuing security interest in the following property:
REVOLVER LOAN NOTEEmrise CORP • December 6th, 2007 • Instruments for meas & testing of electricity & elec signals • Delaware
Borrowers also hereby jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of 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.
Dated November 30, 2007Emrise CORP • December 6th, 2007 • Instruments for meas & testing of electricity & elec signals
