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EXHIBIT 10.1
FORBEARANCE AGREEMENT
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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 (formerly, XET
Corporation),
and CXR LARUS CORPORATION, a Delaware corporation (formerly, CXR
Telcom
Corporation), and each of their successors and assigns
(collectively, the
"Borrower(s)"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking
association (the "Bank").
Recitals
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A. Emrise Corporation and the Bank are parties to a Credit
Agreement
dated as of September 1, 2005, as amended from time to time (the
"EMRISE Credit
Agreement"), along with the related Revolving Line of Credit Note
dated
September 1, 2006 in the amount of $1,500,000.00; (the "EMRISE
Note;" and
together with the EMRISE Credit Agreement and other documents
executed in
connection therewith, the "EMRISE Loan Documents"); XET
Corporation, CXR Telcom
Corporation and the Bank are parties to a Letter Agreement dated
June 1, 2004,
as amended from time to time (the "Letter Agreement"), along with
the related
Term Note dated June 1, 2004 in the original principal amount of
$150,000.00; (
the "XET Note;" and together with the Letter Agreement and other
documents
executed in connection therewith, the "XET Loan Documents"). The
EMRISE Credit
Agreement and Letter Agreement are collectively referred to herein
as the "Loan
Agreements" and the EMRISE Loan Documents and XET Loan Documents
are
collectively referred to herein as the "Loan Documents." Terms
defined in the
Loan Agreements and/or Loan Documents and not otherwise defined
herein shall
have the same respective meanings as set forth therein.
B. EMRISE Corporation was in default of Sections 4.3(b) and (d) of
the
EMRISE Credit Agreement and on November 13, 2006, the Bank declared
default and
cross default against EMRISE Electronics Corporation (formerly, XET
Corporation)
and CXR Larus Corporation (formerly, CXR Telcom Corporation),
instituted the
Default Rate of Interest and demanded that all loans due from the
Borrower(s),
their successors, and assigns, be paid in full, along with all
fees, costs and
expenses incurred by the Bank in regards to the Loans, by the close
of business
November 20, 2006.
C. The Bank is willing to forbear temporarily its demand for payoff
on
the terms and conditions set forth herein. Accordingly, the
Borrower(s) and the
Bank hereby agree as set forth below.
SECTION 1. ACKNOWLEDGMENTS OF BORROWER(S). For the benefit of the
Bank,
the Borrower(s) hereby acknowledge and agree as set forth
below.
(a) Events of Default under Sections 4.3(b) and (d) of the
EMRISE Credit Agreement have occurred as indicated in the November
13, 2006
Notice of Default and Demand for Payoff;
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(b) EMRISE Corporation is obligated to the Bank under the
EMRISE Credit Agreement and EMRISE Note in the principal amount
of
$1,499,152.63, together with accrued and unpaid default interest,
fees, costs,
and expenses thereon, and EMRISE Electronics Corporation (formerly,
XET
Corporation) and CXR Larus Corporation (formerly, CXR Telcom
Corporation), and
their successors and assigns are obligated to the Bank under the
Letter
Agreement and XET Note in the principal amount of $29,166.57,
together with
accrued and unpaid default interest, fees, costs, and expenses
thereon. There is
no defense, counterclaim or offset available to the Borrower(s)
with respect to
any of their obligations under the Loan Agreements or any of the
Loan Documents.
(c) Each of the Security Agreements entered into by the
Borrower(s) in favor of the Bank (i) constitutes a valid and
perfected
first-priority lien on the collateral purported to be encumbered
thereby,
enforceable against all third parties in all jurisdictions, and
(ii) secures the
payment of all obligations of the Borrower(s) under the Loan
Documents purported
to be secured thereby.
(d) The Bank has the right but not the obligation to extend
any further credit to the Borrower(s) in any form whatsoever,
whether by making
further revolving loans under the Loan Agreements, by honoring
overdrafts or
otherwise.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF BORROWER(S). The
representations and warranties of the Borrower(s) contained in the
Loan
Documents are correct in all material respects on and as of the
date of this
Agreement, as though made on and as of such date. Except as
specified in Section
1(a) of this Agreement, no Event of Default, and no event that,
with the giving
of notice or the passage of time, or both, would constitute an
Event of Default,
has occurred and is continuing.
SECTION 3. FORBEARANCE. Notwithstanding the Events of Default
specified
in Section 1(a) of this Agreement, but subject to the accuracy of
the
representations and warranties set forth in Section 2 hereof, to
the fulfillment
of the conditions precedent set forth in Section 4 hereof, to the
fulfillment of
the conditions subsequent set forth in Section 5 hereof, and to the
reservation
of rights set forth in Section 6 hereof, the Bank agrees to forbear
until
December 1, 2006 from (a) accelerating the maturity of the
obligations of the
Borrower(s) to the Bank under the Loan Agreements and the Loan
Documents and/or
(b) enforcing an
