exv10w1



 






EXHIBIT 10.1








July 22, 2005



Mr. Horace T. Ardinger, Jr.

Ardinger Family Partnership, Ltd.

1990 Lakepointe Drive

Lewisville, TX 75057



Dear Mr. Ardinger:



     Reference is made to that certain AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of
October 15, 2003 (as amended, restated or modified from time to time, the “Agreement”),
between VIEWCAST.COM, INC., OSPREY TECHNOLOGIES, INC. and VIDEOWARE, INC. (jointly and severally,
“Borrower”) and the ARDINGER FAMILY PARTNERSHIP, LTD. (“Lender”). Terms not
otherwise defined herein shall have the same meaning as in the Agreement. Borrower and Lender
desire to amend the Agreement and certain other Loan Documents effective as of the date of this
letter agreement as follows:




	 	(1)	 	The term “Revolving Credit Facility” (as set forth in Section
2(b) of the Agreement) shall mean an amount not to exceed $4,000,000.00. That
certain Amended and Restated Promissory Note (i.e., the “Revolving Credit
Note,” as such term is defined in the Agreement) dated as of October 15, 2003 is
hereby amended to reflect a notational amount of $4,000,000.00.
	 
	 	(2)	 	The commencement date for principal payments under that certain Promissory Note
(i.e., the “Term Note,” as such term is defined in the Agreement) dated as of
October 15, 2003, is hereby amended from July 31, 2005 to November 30, 2005.
	 
	 	(3)	 	Section 2(e) of the Agreement is amended in its entirety to read as
follows:






	 	(e)	 	Mandatory Prepayment of Loans. Borrower shall prepay the Loans
under the Revolving Credit Facility in an amount equal to $1,100,000.00 plus
the outstanding principal amount of the Loans under the Revolving Credit Facility in
excess of $3,500,000.00 as of the Prepayment Date from the net proceeds (the
“Net Proceeds”) of: (i) any loan from a third party to Borrower or any
subsidiary of Borrower, (ii) any equity offering by Borrower or any subsidiary of
Borrower, and (iii) the sale of Borrower or a subsidiary of Borrower (i.e., the sale
of the equity interests or substantially all of the assets of such entity). As used
in this Section 2(e), the term “Prepayment Date” shall mean the date
which is two (2) business days following the receipt of the Net Proceeds.






	 	(4)	 	Section 2(f) of the Agreement is amended in its entirety to read as
follows:






	 	(f)	 	Accrued Interest. The Accrued Interest shall be paid in
thirty-three (33) equal consecutive monthly installments commencing on November 30, 2005
and continuing on the last Business Day of each calendar month thereafter, with
a final payment being made on the Term Maturity Date.





17300 N. Dallas Parkway, Suite 2000 — Dallas, TX 75248 — 972-488-7200 (Phone)   972-488-7299 (Fax)




 









 





     Except as expressly modified and superseded by this letter agreement, the Loan Documents are
ratified and confirmed and continue in full force and effect. The Loan Documents, as modified by
this letter agreement, continue to be legal, valid, binding and enforceable in accordance with
their respective terms. Without limiting the generality of the foregoing, Borrower hereby ratifies
and confirms that all liens heretofore granted to Lender were intended to, do and continue to
secure the full payment and performance of the advances and all obligations under the Loan
Documents. Borrower agrees to perform such acts and duly authorizes, executes, acknowledges,
delivers, file and record such additional assignments, security agreements, modifications or
agreements to any of the foregoing, and such other agreements, documents and instruments as Lender
may reasonably request in order to perfect and protect those liens and preserve and protect the
rights of Lender in respect to all present and future Collateral.



     If this letter agreement reflects the understanding of the parties, please execute and return
a duplicate copy. Please contact George Platt or me should you have any additional questions at
972-488-7285.



Best regards,




	 	 	 	 	 
	VIEWCAST.COM, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Laurie L. Latham	 	 
	 

	 	 	 	 
	Name:
	 	Laurie L. Latham	 	 
	 

	 	 	 	 
	Title:
	 	CFO	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	OSPREY TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Laurie L. Latham	 	 
	 

	 	 	 	 
	Name:
	 	Laurie L. Latham	 	 
	 

	 	 	 	 
	Title:
	 	CFO	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	VIDEOWARE, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Laurie L. Latham	 	 
	 

	 	 	 	 
	Name:
	 	Laurie L. Latham	 	 
	 

	 	 	 	 
	Title:
	 	CFO	 	 
	 

	 	 	 	 
	 
	 	 	AGREED as of the date first written above.
	 
	 	 	 	 
	ARDINGER FAMILY PARTNERSHIP, LTD.	 	 
	 
	 	 	 	 
	By:
	 	/s/ H.T. Ardinger, Jr.	 	 
	 

	 	 	 	 
	Name:

	 	H.T. Ardinger, Jr.	 	 
	Title:

	 	General Partner	 	 






17300 N. Dallas Parkway, Suite 2000 — Dallas, TX 75248 — 972-488-7200 (Phone)   972-488-7299 (Fax)