exv10w3






Exhibit 10.3




REVOLVING CREDIT NOTE




			
	 	 	 
	$8,000,000.00
	 	New York, New York
	 
	 	June 30, 2008






     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 the Loan Agreement.



     FOR VALUE RECEIVED, Borrowers hereby jointly and severally promise to pay to the order of PNC
BANK, NATIONAL ASSOCIATION (“PNC”) at Agent’s offices located at Two Tower Center Boulevard, East
Brunswick, New Jersey 08816, or at such other place as the holder hereof may from time to time
designate to Borrowing Agent in writing:



     (i) the principal sum of EIGHT MILLION DOLLARS ($8,000,000.00), or if different from such
amount, PNC’s Commitment Percentage of the unpaid principal balance of Revolving Advances as may be
due and owing from time to time under the Loan Agreement, payable in accordance with the provisions
of the Loan Agreement, subject to acceleration upon the occurrence of an Event of Default under the
Loan Agreement, or earlier termination of the Loan Agreement pursuant to the terms thereof; and



     (ii) interest on the principal amount of this Note from time to time outstanding, payable at
the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement.
Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest
shall be payable at the applicable Default Rate. In no event, however, shall interest hereunder
exceed the maximum interest rate permitted by law.



     This Note is one of the Revolving Credit Notes referred to in the Loan Agreement and is
secured, inter alia, by the liens granted pursuant to the Loan Agreement and the Other Documents,
is entitled to the benefits of the Loan Agreement and the Other Documents, and is subject to all of
the agreements, terms and conditions therein contained.



     This Note may be voluntarily prepaid, in whole or in part, on the terms and conditions set
forth in the Loan Agreement.



     If an Event of Default under Section 10.7 of the Loan Agreement shall occur, then this Note
shall immediately become due and payable, without notice, together with reasonable attorneys’ fees
if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.
If any other Event of Default shall occur under the Loan Agreement or any of



 









 







the Other Documents which is not cured within any applicable grace period, then this Note may,
as provided in the Loan Agreement, be declared to be immediately due and payable, without notice,
together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an
attorney to obtain or enforce payment hereof.



     This Note shall be governed by and construed in accordance with the laws of the State of New
York.



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     Each Borrower expressly waives any presentment, demand, protest, notice of protest, or notice
of any kind except as expressly provided in the Loan Agreement.



	 	 	 	 	 
	 	DIGITAL RECORDERS, INC.

 	 
	 	By:  	/S/ DAVID L. TURNEY
 	 
	 	 	Name:  	David L. Turney 	 
	 	 	Title:  	CEO/President 	 
	 



	 	 	 	 	 
	 	TWINVISION OF NORTH AMERICA, INC.

 	 
	 	By:  	/S/ DAVID L. TURNEY
 	 
	 	 	Name:  	David L. Turney 	 
	 	 	Title:  	CEO/President