BHC Interim Funding III, L.P.
444 Madison Avenue, 25 th Floor
New York, New York 10022
DRI
CORPORATION
13760 Noel Road, Suite 830
Dallas, Texas 75240
Reference is made
to the Loan and Security Agreement, dated as of June 30, 2008
(as amended, modified or supplemented from time to time, the
“ Loan Agreement ”), by and among 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 III, L.P., a Delaware
limited partnership (“ Lender ”). Terms which
are capitalized in this letter and not otherwise defined herein
shall have the meanings ascribed to such terms in the Loan
Agreement.
As a condition to
the Lender entering into the Loan Agreement, Mobitec AB and Lender
entered into that certain Quota Pledge Agreement, dated as of
August 18, 2008 (the “ Brazil Pledge ”),
pursuant to which, Mobitec AB pledged its shares in Mobitec Brazil
to the Lender.
The Loan Parties
have advised the Lender that Mobitec AB intends to acquire through
a subsidiary thereof, the remaining 50% of the equity interest (the
“ Demore Shares ”) currently held by Roberto
Juventino Demore and Lorena Giusti Demore (collectively, the
“Demores”) in Mobitec Brazil as described in that
certain Memorandum from Barbosa, Mussnich & Aragao, dated as of
July 14, 2009 (the “ Memorandum ”),
attached hereto as Exhibit A . According to the
Memorandum, certain transactions (the “ Transactions
”) will take place in order to effect the purchase of the
Demore Shares.
The Loan Parties
acknowledge that the Transactions will result in the occurrence of
certain Events of Default (the “ Transaction Defaults
”) and have requested that Lender consent to the Transactions
and waive the Transaction Defaults. Lender hereby consents to the
Transactions and waives the
|
