Exhibit 10.1
May 11, 2009
Emrise Corporation
9485 Haven Avenue,
Suite 100
Rancho Cucamonga, California
91730
Attn: John Donovan, Vice
President Finance and Administration
Re: Credit Agreement
– Covenant Waivers
Dear Mr. Donovan:
Reference is made to that certain
Credit Agreement, dated as of November 30, 2007 (as amended,
restated, supplemented, or modified from time to time, the “
Credit Agreement ”), by and among GVEC RESOURCE IV
INC. (“ Agent ”), as Agent and as a Lender,
EMRISE CORPORATION , a Delaware corporation (“
Parent ”), and Parent’s Subsidiaries that are
signatories hereto (collectively with Parent, “
Borrowers ”). Capitalized terms, which are used
herein but not defined herein, shall have the meanings ascribed to
them in the Credit Agreement.
Borrowers have failed to comply with
the following: (i) Sections 6.16(a), (b) and (c)
of the Credit Agreement for Borrowers’ fiscal quarter
end March 31, 2009, and (ii) Section 2.6(c)
of the Credit Agreement with respect to interest payments due
and owing on April 1, 2009 (which amounts were subsequently
paid by Borrowers in May 2009); such failures constitute
Events of Default (collectively, the “ Designated Events
of Default ”) under the Credit Agreement. Borrowers
have requested that Agent waive the Designated Events of Default on
the terms and conditions set forth herein.
By Borrowers’ signature below,
Borrowers hereby agree to the following:
1.
