ContractDri Corp • August 14th, 2008 • Communications equipment, nec • New York
The security interest granted pursuant to this instrument is subordinated to other security interests pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Intercreditor Agreement, dated as of June 30, 2008, between BHC Interim Funding III L.P., as Junior Creditor, and PNC Bank, National Association, as Agent under the Revolving Credit and Security Agreement, as Senior Creditor, as the same may be amended, restated, supplemented or otherwise modified or extended or renewed from time to time.
ContractSecurity Agreement • August 14th, 2008 • Dri Corp • Communications equipment, nec • New York
The security interest granted pursuant to this instrument is subordinated to other security interests pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Intercreditor Agreement, dated as of June 30, 2008, between BHC Interim Funding III L.P., as Junior Creditor, and PNC Bank, National Association, as Agent under the Revolving Credit and Security Agreement, as Senior Creditor, as the same may be amended, restated, supplemented or otherwise modified or extended or renewed from time to time.
ContractStock Pledge Agreement • August 14th, 2008 • Dri Corp • Communications equipment, nec • New York
The security interest granted pursuant to this instrument is subordinated to other security interests pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Intercreditor Agreement, dated as of June 30, 2008, between BHC Interim Funding III L.P., as Junior Creditor, and PNC Bank, National Association, as Agent under the Revolving Credit and Security Agreement, as Senior Creditor, as the same may be amended, restated, supplemented or otherwise modified or extended or renewed from time to time.
AGREEMENTAgreement • August 14th, 2008 • Dri Corp • Communications equipment, nec
WHEREAS, DRI and Higgins entered into a Loan Agreement (“Agreement”) and executed an 8% Convertible Debenture (“Debenture”) on August 26, 2002; and
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH DIGITAL RECORDERS, INC. and TWINVISION OF NORTH AMERICA, INC. (BORROWERS) and DRI CORPORATION (GUARANTOR) June 30, 2008Security Agreement • August 14th, 2008 • Dri Corp • Communications equipment, nec • New York
Revolving Credit and Security Agreement dated as of June 30, 2008 by and among DIGITAL RECORDERS, INC., a corporation organized under the laws of the State of North Carolina (“DR”), TWINVISION OF NORTH AMERICA, INC., a corporation organized under the laws of the State of North Carolina (“TVna”) (DR and TVna, each a “Borrower”, and collectively “Borrowers”), DRI CORPORATION, a corporation organized under the laws of the State of North Carolina, as a guarantor (“DRI”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
ContractDri Corp • August 14th, 2008 • Communications equipment, nec • New York
The security interest granted pursuant to this instrument is subordinated to other security interests pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Intercreditor Agreement, dated as of June 30, 2008, between BHC Interim Funding III L.P., as Junior Creditor, and PNC Bank, National Association, as Agent under the Revolving Credit and Security Agreement, as Senior Creditor, as the same may be amended, restated, supplemented or otherwise modified or extended or renewed from time to time.
LOAN AND SECURITY AGREEMENT among DIGITAL RECORDERS INC. TWINVISIONS OF NORTH AMERICA, INC. as Borrowers, DRI CORPORATION as Guarantor and BHC INTERIM FUNDING III, L.P. as Lender Dated as of June 30, 2008Loan and Security Agreement • August 14th, 2008 • Dri Corp • Communications equipment, nec • New York
This LOAN AND SECURITY AGREEMENT is dated as of June 30, 2008 and entered into by and among DIGITAL RECORDERS, INC., a North Carolina corporation, TWINVISION OF NORTH AMERICA, INC., a North Carolina corporation, and any additional Loan Party that may hereafter be added to this Agreement as a borrower (each individually a “Borrower” and collectively “Borrowers”), DRI CORPORATION, a North Carolina corporation, and each Loan Party that may hereafter be added to this Agreement as a company guarantor (each individually a “Company Guarantor” and collectively “Company Guarantors”), and BHC INTERIM FUNDING III, L.P., a Delaware limited partnership (“Lender”), with offices at 444 Madison Avenue, New York, New York 10022.
ContractDri Corp • August 14th, 2008 • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (AS HEREINAFTER DEFINED) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER THE SECURITIES ACT OR ANY OTHER LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
REVOLVING CREDIT NOTEDri Corp • August 14th, 2008 • Communications equipment, nec • New York
This Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of the date hereof (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among DIGITAL RECORDERS, INC., a corporation organized under the laws of the State of North Carolina (“DR”), TWINVISION OF NORTH AMERICA, INC., a corporation organized under the laws of the State of North Carolina (“TVna”) (DR and TVna, each a “Borrower”, and collectively “Borrowers”), DRI CORPORATION, a corporation organized under the laws of the State of North Carolina (“DRI”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various other financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, the “Lenders”) and PNC as agent for the Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in
ContractPatent Security Agreement • August 14th, 2008 • Dri Corp • Communications equipment, nec • New York
The security interest granted pursuant to this instrument is subordinated to other security interests pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Intercreditor Agreement, dated as of June 30, 2008, between BHC Interim Funding III L.P., as Junior Creditor, and PNC Bank, National Association, as Agent under the Revolving Credit and Security Agreement, as Senior Creditor, as the same may be amended, restated, supplemented or otherwise modified or extended or renewed from time to time.
FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENTFirst Amendment • August 14th, 2008 • Dri Corp • Communications equipment, nec • New York
First Amendment (this “First Amendment”) dated as of July 30, 2008 between DIGITAL RECORDERS, INC., a North Carolina corporation (“Digital”), TWINVISION OF NORTH AMERICA, INC., a North Carolina corporation (“TwinVision” and, together with Digital, the “Borrowers”), DRI CORPORATION, a North Carolina corporation (“Guarantor” and, together with the Borrowers, the “Loan Parties”) and BHC INTERIM FUNDING II, L.P., a Delaware limited partnership (“Lender”), to that certain Loan and Security Agreement dated as of June 30, 2008 (as amended, modified, supplemented or restated from time to time the “Loan Agreement”) between the Loan Parties and Lender. Terms which are capitalized in this First Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.
ContractDri Corp • August 14th, 2008 • Communications equipment, nec • New York
The payment of and security for the principal amount of the indebtedness evidenced by this instrument and the interest accruing thereon is subordinated to other indebtedness pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Intercreditor Agreement, dated as of June 30, 2008, between BHC Interim Funding III L.P., as Junior Creditor, and PNC Bank, National Association, as Agent under the Revolving Credit and Security Agreement, as Senior Creditor, as the same may be amended, restated, supplemented or otherwise modified or extended or renewed from time to time.
