AMENDMENT NO. 4
TO REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO.
4 (this “Agreement”) is entered into as of
July 30, 2009, by and between DIGITAL RECORDERS, INC.
(“DR”), TWINVISION OF NORTH AMERICA, INC.
(“TVna”, collectively with DR, each a
“Borrower”, and collectively the
“Borrowers”), DRI CORPORATION (“DRI”,
collectively with the Borrowers, each a “Loan Party, and
collectively, the “Loan Parties”), the financial
institutions 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”).
Loan Parties,
Lenders and Agent are parties to that certain Revolving Credit and
Security Agreement dated June 30, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the
“Loan Agreement”) pursuant to which Agent and Lenders
provide Borrowers with certain financial accommodations.
Loan Parties have
requested that Agent and Lenders amend certain provisions of the
Loan Agreement as hereafter provided, and Agent and Lenders are
willing to do so on the terms and conditions hereafter set
forth.
NOW, THEREFORE, in
consideration of any loan or advance or grant of credit heretofore
or hereafter made to or for the account of Borrowers by Agent or
Lenders, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1.
Definitions . All capitalized terms not otherwise defined or
amended herein shall have the meanings given to them in the Loan
Agreement.
2.
Amendment . Subject to the satisfaction of Section 3
below, the Loan Agreement is hereby amended as follows:
(a) Section 1.2
of the Credit Agreement is hereby amended by inserting the
following defined terms in appropriate alphabetical
order:
“
Acceptable Credit Insurance Policies ” shall have the
meaning provided in the definition of Eligible Foreign
Receivables”.
“
Eligible Foreign Receivables ” shall mean and include
with respect to each Borrower, each Receivable of such Borrower
that would be an Eligible Receivable, except that that such
Receivable does not meet the requirements of sub-clause (f) of
said definition, provided that no Receivable shall be an
Eligible Foreign Receivable unless (i) it is subject to a
credit insurance policy in form and substance satisfactory to Agent
and Agent has been designated as a loss payee under such credit
insurance policy pursuant to a loss payable endorsement in
form
and substance
satisfactory to Agent (an “Acceptable Credit Insurance
Policy”) and (ii) the sale with respect to such
Receivable is to a Customer located in the Netherlands or
Belgium.”
“ Foreign
Receivables Advance Rate ” shall have the meaning set
forth in Section 2.1(a)(y)(i) hereof
“ Foreign
Receivables Cap ” shall mean, at any time, the lesser of
(x) $2,500,000 in the aggregate and (y) the aggregate amount
of coverage under Acceptable Credit Insurance Policies that the
Borrowers’ have with respect to Eligible Foreign Receivables,
as determined by Agent
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