8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2009

DRI Corporation

(Exact Name of Registrant as Specified in Charter)

North Carolina (State or Other Jurisdiction of Incorporation)	000-28539 (Commission File Number)	56-1362926 (IRS Employer Identification No.)
13760 Noel Road, Suite 830
Dallas, Texas		75240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 378-8992

Not Applicable.
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

ITEM 1.01 Entry into Material Definitive Agreement.

     On June 25, 2009, our wholly-owned German subsidiary Mobitec GmbH modified its existing EURO Short Term Loan Facility and related credit card accounts (collectively, the “Mobitec Credit Facility”) with Svenska Handelsbanken AB, a German bank (“Handelsbanken”), to, among other things, increase the size of the Mobitec Credit Facility to approximately $2.0 million, based on exchange rates as of the date of the modification.

     The material terms of the Mobitec Credit Facility, as amended, 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.

Mobitec Credit Facility

     On June 25, 2009, Mobitec GmbH and Handelsbanken entered into amendments to the Mobitec Credit Facility to, among other things, effect the following:

• until April 30, 2010, increase the borrowing capacity under the Mobitec Credit Facility by 500,000 Euros (approximately US$703,000, based on exchange rates as of the date of the modification), from 912,000 Euros (approximately US$1.3 million, based on exchange rates as of the date of the modification) to approximately 1.4 million Euros (approximately US$2.0 million, based on exchange rates as of the date of the modification);

• on April 30, 2010, reduce the borrowing capacity under the Mobitec Credit Facility by 500,000 Euros (approximately US$703,000, based on exchange rates as of the date of the modification), from approximately 1.4 million Euros (approximately US$2.0 million, based on exchange rates as of the date of the modification) to 912,000 Euros (approximately US$1.3 million, based on exchange rates as of the date of the modification); and

• increase the annual interest rate on the Mobitec Credit Facility from Euro OverNight Index Average (“EONIA”) plus 1.85% to EONIA plus 3.70%.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 EURO Short Term Loan Facility by and between Handelsbanken and Mobitec GmbH, dated as of June 25, 2009.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

Date: July 1, 2009

DRI CORPORATION
By:	/s/ Stephen P. Slay
	Stephen P. Slay
	Vice President, Chief Financial Officer, Treasurer, and Secretary

3

EX-10.1

Exhibit 10.1

Svenska Handelsbanken AB (publ)	EURO Short Term Loan Facility
Zweigniederlassung Frankfurt/Main
Darmstädter Landstrasse 116
60598 Frankfurt/Main

Lender	Svenska Handelsbanken AB (publ)
	Zweigniederlassung Frankfurt/Main
	(the “Bank”)
Borrower	Name		Konto
	Mobitec GmbH		#####
	Street		Telephone
	Nobelstraße 22		(07243) 76175-0
	Place	Country	Telefax
	76275 Ettlingen	Germany	(07243) 76175-18
Amount	Currency	Amount in letters	Amount in figures
	EUR	==one million four hundred four thousand==	1.404.000,—
Validity Period	From	Until
	Signing date of the contract by the bank	Further notice

Interest
Short term loan	Cost of funds plus the relevant margin as defined below.
Swingline overdraft	EONIA plus the relevant margin as defined below.
Swingline credit balance	EONIA minus the relevant margin as defined below.
Guarantee fee	To be agreed between the Bank and the Borrower. Interest shall be credited/debited on swingline credit balances/overdrafts on a monthly basis and for term loans at the end of each interest period, and shall be calculated on the basis of the actual number of days elapsed in a year of 360 days. In case of interest periods exceeding six months, interest shall be payable half-yearly in arrears. Guarantee fees shall be debited as agreed between the Bank and the Borrower.
Margin
Short term loan	+ EONIA + 3,70 % p.a.
Swinglines overdraft	+ EONIA + 3,70 % p.a.
Swinglines credits	- EONIA - 0,45% p.a.
Facility Fee	0,50% flat on the entire facility amount payable yearly in advance.
Miscellaneous	The Bank may also debit the account both for outlays, costs and fees in respect of instructions executed on behalf of the Borrower and for payments for other claims due which the Bank may have on the Borrower.
	Not withstanding clause 3 (III) the borrower is entitled to request the issuance of guarantees with a termination date longer than 364 days, however for an amount not exceeding EUR 12.000,-
	This contract replaces in all respects the previous Euro Short Term Facility Agreement dated 08.09.2008 which hereby becomes null and void.
	The facility amount will be automatically reduced from EUR 1.404.000,— to EUR 904.000,— on April 30, 2010.
Security	In addition to any specific Security the Bank retains its right to general lien as agreed in the General Business Conditions. As continuing security for all the Borrower’s liabilities to the Bank, the Borrower shall provide the Bank with the following documents, in a form and with a wording acceptable to the Bank:
	Unlimited Guarantee from European parent DRl Europe AB, dated June 27, 2001
	Assignment contract of all customer receivables (“Globalzessionsvertrag”), dated June 07, 2001. A list of all outstanding accounts rerceivable will be provided to the bank on a monthly basis.
	Assignment contract of all inventories (“Raumsicherungsübereignungsvertrag”), dated June 07, 2001.

Signatures	We declare to have read and We approve the Terms and conditions set out at the back Of this form.	Date: 25.06.2009 Place: Frankfurt/Main Done in duplicate
	/s/ Oliver Wels	/s/ Fatih Sahin
	Borrower	/s/ Frank Schneiter
		Svenska Handelsbanken AB (publ) Zweigniederlassung Frankfurt/Main

1. Account

The Bank undertakes to maintain on its books, on behalf of the Borrower, an account which shall record all credit and debit entries made by the Borrower. The General Business Conditions shall be applicable for the account.

2. Amount of Facility

The aggregate outstanding amount under this short term facility (the “Facility”) shall not exceed the amount indicated on the reverse side at any one time.

3. Availability

The Facility is available in EUR only in the form of:

(i)	swingline account overdraft or
(ii)	fixed short term loan or
(iii)	issuing guarantees or letter of credits. Any request for guarantees or letter of credits shall require proper additional documentation, for (ii) and (iii) with a maximum term of 364 days.

The undertaking for the Bank to make and maintain this Facility is subject to the Bank being able to refinance the Facility in the International market in EUR.

4. Validity Period

Unless terminated by the Bank according to the provisions hereunder, illegible Facility shall remain in effect until further notice in accordance with we General Business Conditions. Any short term loan shall however always be repaid on the last day of its term as agreed between the Bank and the Borrower and any issued guarantee shall expire on the agreed date. The commitment of the Bank shall expire and all amounts outstanding under the Facility become due and payable, principal and interest, upon termination of the Facility in accordance with clauses 5 and 7 below.

5. Events of Default

The Bank may, by written notice to the Borrower, terminate its obligations under this Facility, suspend the disbursement of the Facility and declare any outstanding amount together with accrued interest and all other amounts payable under this Facility due and payable without any further notice or request, on such day as determined by the Bank, if there is an important reason (wichtiger Grund) (such important reason hereunder referred to as “Event of Default”) Such Event of Default is given, in particular, without limitation, if:

a)	the Borrower fail to pay any amount outstanding hereunder when due or when requested by the Bank;
b)	the Borrower fails to duly perform one or more of its other obligations to the Bank under this Facility or in respect of any security provided and/or to be provided in connection with this facility, including but not limited to signing and returning to the Bank loan confirmations;
c)	it appear that upon entering into this Facility or furnishing any security provided and/or to be provided in connection with this Facility the Borrower gave the Bank incorrect information or failed to disclose information or misled the Bank in any way and the Bank if it had possessed correct and complete information, would not have entered into this Facility or would have altered its conditions;
d)	the Borrower is dissolved, liquidated, wound up, discontinued or relocated abroad or a decision is taken in this respect;
e)	the Borrower or any of its creditors files or present a petition for the Borrowers winding up or the Borrower proposes an arrangement with its creditors or file or present a petition for a suspension of payment
f)	a creditor of the Borrower attaches or take control or possession of all or part of its assets and the same is not released or discharged within 14 days.
g)	any other indebtedness of the Borrower or any related company not be paid when due or become due and payable prematurely or become capable of being declared due and payable prematurely
h)	any event or change of circumstances, without prejudice of the generality of the latter, occur which in the Bank’s opinion might impair or endanger the future performance of this Facility by the Borrower.

6. Payments

The Borrower is entitled to prepay any amount drawn under the Facility, (i) without notice in case of overdraft or, (ii) in case of fixed term loan or placement, subject to seven days irrevocable prior written notice, in which case the Borrower shall reimburse all costs incurred or damage caused by such prepayment. In the event of any payment (other than interest) not being made on due date and/or upon request from the Bank, the Bank is entitled to charge on the total outstanding amount, at its full discretion, a penalty interest corresponding to the sum of the agreed interest, Margin and 3% per annum (the “Penalty Interest”) for late payment until final payment. In the event of any interest payment not being made on the due date and/or upon request from the Bank, the Bank is entitled to charge in addition to such interest payment a lump sum indemnification (pauschalierter Schadensersatz) computed on such interest payment from the due date up to and including the day of actual payment at a rate of 3% per annum above the rate as determined by the Bank which would have been payable if such overdue interest payment had during the period of non-payment thereof constituted a swingline advance hereunder.

All amounts payable by the Borrower under this Facility, whether principal or interest, fees or otherwise, shall be paid in full without set-off and counterclaim and without any deduction whatsoever on account of any nature. In the event of the Borrower being compelled by law to make any such deduction or withholding, the Borrower shall pay on the due date such additional amounts as may be necessary to ensure that the aggregate net amounts receivable by the Bank after such deduction or withholding shall equal the amount which would have been receivable in the absence of any such deduction or withholding.

7. Termination

Notwithstanding clause 5, the Facility may be terminated by the Bank at any time in which case the commitment of the Bank shall expire immediately. In case of termination any outstanding, principal, fees and interest under the Facility shall be repaid as follows:

(i)	swingline account overdraft on the relevant termination date as determined by the Bank and
(ii)	fixed short term loan or placement at the last day of its respective term and
(iii)	any guarantee Issued shall terminate at the agreed expiry date.

The Facility may also be terminated by the Bank upon occurrence of an Event of Default, in which case all amounts outstanding would be charged Penalty Interest.

The Bank shall not be liable for any consequences of its decision to terminate the Facility, unless if such decision reveals the Bank’s wilful misfeasance or gross negligence.

8. Bank’s General Terms and Conditions

In addition to the provisions of this Facility, the relations between the Borrower and the Bank shall be governed by the General Business Conditions, which are known to the Borrower and have been agreed upon by the Borrower at the opening of the account. In case of any discrepancies between this Agreement and the General Business Conditions this Agreement shall prevail.

The Borrower acknowledges and approves that the Bank may record any telephone conversation and that such recording may be used as evidence in court.

9. Governing Law and Jurisdiction

This Facility and any business transacted pursuant thereto shall be governed by German law. Exclusive jurisdiction for any dispute arising hereunder is given to the courts of Frankfurt am Main.