EXHIBIT 10.2
WELLS FARGO REVOLVING LINE OF CREDIT NOTE
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$9,000,000.00 ONTARIO, CALIFORNIA
SEPTEMBER 1, 2005
FOR VALUE RECEIVED, the undersigned Emrise Corporation ("Borrower") promises to
pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its
office at INLAND EMPIRE RCBO, 4141 INLAND EMPIRE BLVD., SUITE #350, ONTARIO, CA
91764, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately available funds, the
principal sum of $9,000,000.00, or so much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance from the date
of its disbursement as set forth herein.
1. INTEREST:
1.1 INTEREST. The outstanding principal balance of this Note shall bear interest
(computed on the basis of a 360-day year, actual days elapsed) at a rate per
annum equal to the Prime Rate in effect from time to time. The "Prime Rate" is a
base rate that Bank from time to time establishes and which serves as the basis
upon which effective rates of interest are calculated for those loans making
reference thereto. Each change in the rate of interest hereunder shall become
effective on the date each Prime Rate change is announced within Bank.
1.2 PAYMENT OF INTEREST. Interest accrued on this Note shall be payable on the
1st day of each month, commencing October 1, 2005.
1.3 DEFAULT INTEREST. From and after the maturity date of this Note, or such
earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to 4% above the rate of
interest from time to time applicable to this Note.
2. BORROWING AND REPAYMENT:
2.1 BORROWING AND REPAYMENT. Borrower may from time to time during the term of
this Note borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Note
and of the Credit Agreement between Borrower and Bank defined below; provided
however, that the total outstanding borrowings under this Note shall not at any
time exceed the principal amount stated above. The unpaid principal balance of
this obligation at any time shall be the total amounts advanced hereunder by the
holder hereof less the amount of principal payments made hereon by or for any
Borrower, which balance may be endorsed hereon from time to time by the holder.
The outstanding principal balance of this Note shall be due and payable in full
on SEPTEMBER 1, 2006.
2.2 ADVANCES. Advances hereunder, to the total amount of the principal sum
available hereunder, may be made by the holder at the oral or written request of
(a) RANDOLPH D. FOOTE, CARMINE OLIVA, SID SANANIKONE, any one acting alone, who
are authorized to request advances and direct the disposition of any advances
until written notice of the revocation of such authority is received by the
holder at the office designated above, or (b) any person, with respect to
advances deposited to the credit of any deposit account of any Borrower, which
advances, when so deposited, shall be conclusively presumed to have been made to
or for the benefit of each Borrower regardless of the fact that persons other
than those authorized to request advances may have authority to draw against
such account. The holder shall have no obligation to determine whether any
person requesting an advance is or has been authorized by any Borrower.
2.3 APPLICATION OF PAYMENT. Each payment made on this Note shall be credited
first, to any interest then due and second, to the outstanding principal balance
hereof.
3. EVENTS OF DEFAULT:
This Note is made pursuant to and is subject to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of SEPTEMBER 1, 2005, as amended from time to time (the "Credit Agreement"). Any
default in the payment or performance of any obligation under this Note, or any
defined event of default under the Credit Agreement, shall constitute an "Event
of Default" under this Note.
4. MISCELLANEOUS:
4.1 REMEDIES. Upon the occurrence of any Event of Default, the holder of this
Note, at the holder's option, may declare all sums of principal and interest
outstanding hereunder to be immediately due and payable without presentment,
demand, notice of nonperformance, notice of protest, protest or notice of
dishonor, all of which are expressly waived by each Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Each Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of the holders in-house counsel), expended
or incurred by the holder in connection with the enforcement of the holders
rights and/or the collection of any amounts which become due to the holder under
this Note, and the prosecution or defense of any action in any way related to
this Note, including without limitation, any action for declaratory relief,
whether incurred at the trial or appellate level, in an arbitration proceeding
or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to any
Borrower or any other person or entity.
4.2 OBLIGATIONS JOINT AND SEVERAL. Should more than one person or entity sign
this Note as a Borrower, the obligations of each such Borrower shall be joint
and several.
4.3 GOVERNING LAW. This Note shall be governed by and construed in accordance
with the laws of the State of California.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first
written above.
Emrise Corporation
By /S/ Randolph D. Foote
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Randolph D. Foote, Vice President, Chief Financial
Officer, Secretary