ITEM 1.01 Entry into Material Definitive Agreement.
On August 18, 2009, DRI Corporation (the "Company") and BHC Interim Funding
III, L.P. ("BHC") entered into a modification (the "Loan Modification") to that
certain Loan and Security Agreement, dated as of June 30, 2008, by and among
Digital Recorders, Inc. and TwinVision of North America, Inc., the Company's
wholly-owned subsidiaries, as borrowers (collectively, the "Borrowers"), the
Company, as guarantor, and BHC, as lender, as amended from time to time (the
"Loan Agreement").
The material terms of the Loan Modification are described in Item 2.03 -
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant, below.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
Loan Modification
Pursuant to terms of the Loan Agreement, the Borrowers must repay $1,000,000
of the outstanding principal balance on a term loan with BHC if Mobitec AB, the
Company's wholly-owned Swedish subsidiary, has not purchased the outstanding
fifty percent (50%) equity interest of Mobitec Brasil Ltda., Mobitec AB's fifty
percent (50%) owned subsidiary in Brazil, by September 30, 2009. On August 18,
2009, the Company and BHC agreed to the Loan Modification which extends the
reference date by which Mobitec AB must purchase the outstanding fifty percent
(50%) equity interest of Mobitec Brasil Ltda. (the "Acquisition"), and, if the
Acquisition is not made, repay $1,000,000 of the outstanding principal balance
of the term loan from September 30, 2009 to October 31, 2009. The Loan
Modification effectively provides the Company additional time to meet certain
Brazilian legal and regulatory requirements prior to completion of the
Acquisition.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Letter of Amendment to Loan and Security Agreement, dated as of
August 18, 2009, by and among DRI Corporation and BHC Interim Funding
III, L.P.