Exhibit 10.1





Exhibit 10.1




SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Amendment”) is entered into as of July 31, 2009 by and among ARDINGER FAMILY PARTNERSHIP, LTD., a
Texas limited partnership (“Lender”), VIEWCAST.COM, INC., F/K/A MULTIMEDIA ACCESS CORPORATION, a
Delaware corporation (“ViewCast”), OSPREY TECHNOLOGIES, INC., a Delaware corporation (“Osprey”),
and VIDEOWARE, INC., a Delaware corporation (“VideoWare”, and together with ViewCast and Osprey,
"Borrower”).



A. Borrower and Lender are party to that certain Second Amended and Restated Loan and Security
Agreement dated as of December 11, 2006 (as modified, amended, renewed, extended, and restated from
time to time, the “Loan Agreement”).



B. Borrower and Lender have agreed, upon the following terms and conditions, to amend the Loan
Agreement.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Lender agree as follows:



1. Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the
Loan Agreement have the same meanings when used in this Amendment, and (b) references to “Sections”
are to sections of the Loan Agreement.




2. Amendments to Loan Agreement.




(a) Section 3(e) is hereby amended to read as follows:




"(e) Payment of Outstanding Obligation. (i) Beginning on and as of
January 31, 2010, Borrower shall make monthly principal payments in an amount equal
to not less than $21,422.34. Such monthly payments shall be applied to the Primary
Principal Amount until the Primary Principal Amount is paid in full, and such
monthly payments shall thereafter be applied to the Secondary Principal Amount.
(ii) Borrower shall repay all remaining outstanding Unpaid Principal and all accrued
and unpaid interest thereon on the Maturity Date.”



3. Conditions Precedent. This Amendment shall not become effective until each of the
following conditions are fully satisfied, or waived in writing by Lender; provided, however, that
upon such satisfaction or waiver, this Amendment shall become effective as of the date set forth in
the first paragraph hereof (referred to as the “Effective Date”):




(a) Lender shall have received this Amendment, duly executed by Borrower;




(b) The representations of each of Borrower as set forth in Section 5 (“Representations
and Warranties”) of the Loan Agreement shall be true in all material respects on and as of
the date of this Amendment as if made on and as of the date hereof (except to the extent
such representations expressly refer to an earlier date, and except to the extent modified
herein). No Event of Default shall have occurred and be continuing or will occur as a
result of the execution of this Amendment



4. Ratifications. Borrower (a) ratifies and confirms all provisions of the Loan Documents as
amended by this Amendment, (b) ratifies and confirms that all Liens granted, conveyed, or assigned
to Lender under the Loan Documents are not released, reduced, or otherwise adversely affected by
this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and
future obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record such additional documents, and certificates as Lender may request in
order to create, perfect, preserve, and protect those guaranties, assurances, and Liens.


 


 









 





5. Representations. Borrower hereby represents and warrants to Lender that each of the
representations and warranties set forth in Section 5 (“Representations and Warranties”) of the
Loan Agreement is true and correct in all material respects in each case as if made on and as of
the date hereof (except to the extent such representations expressly refer to an earlier date and
except to the extent modified herein) and Borrower expressly agrees that it shall be an additional
Event of Default under the Loan Agreement if this representation and warranty shall prove to have
been incorrect in any material respect.



6. Release. Borrower hereby acknowledges and agrees that, as of the Effective Date, there are
no defenses, counterclaims, offsets, cross-complaints, claims or demands of any kind or nature
whatsoever to or against Lender or the terms and provisions of or the obligations of Borrower under
the Loan Documents and the other agreements, instruments and documents evidencing, securing,
governing, guaranteeing or pertaining thereto, and that, as of the Effective Date, Borrower has no
right to seek affirmative relief or damages of any kind or nature from Lender with respect to the
transactions evidenced by the Loan Documents. To the extent any such defenses, counterclaims,
offsets, cross-complaints, claims, demands or rights exist, as of the Effective Date, Borrower
hereby waives, and hereby knowingly and voluntarily releases and discharges Lender and its
predecessors, officers, directors, agents, attorneys, employees, successors and assigns, from all
such claims, demands, actions, causes of action, defenses, counterclaims, offsets,
cross-complaints, damages, costs, expenses and liabilities whatsoever, whether known or unknown,
such waiver and release being with full knowledge and understanding of the circumstances and
effects of such waiver and release and after having consulted legal counsel with respect thereto.
Borrower hereby confirms and acknowledges that, as of the Effective Date, the outstanding principal
balance of the Indebtedness is Five million one hundred forty one thousand three hundred sixty one
dollars ($5,141,361.00).



7. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and
vice versa and words of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this Amendment must be
construed, and its performance enforced, under Texas law, and (d) if any part of this Amendment is
for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.



8. Entireties. The Loan Agreement as amended by this Amendment represents the final agreement
between the parties about the subject matter of the Loan Agreement as amended by this Amendment and
may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.



9. Parties. This Amendment binds and inures to Borrower, Lender, and their respective
successors and assigns.



10. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall constitute but one
agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier
or by electronic mail shall be effective as delivery of a manually executed counterpart of this
Amendment.



[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]



 


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EXECUTED as of the date first stated above.



	 	 	 	 	 
	 	BORROWER:



VIEWCAST.COM, INC.

 	 
	 	By:  	/s/ Laurie L. Latham
 	 
	 	 	Name:  	Laurie L. Latham 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	OSPREY TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Laurie L. Latham
 	 
	 	 	Name:  	Laurie L. Latham 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	VIDEOWARE, INC.

 	 
	 	By:  	/s/ Laurie L. Latham
 	 
	 	 	Name:  	Laurie L. Latham 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 



Signature page to Second Amendment



 


 









 





LENDER:



ARDINGER FAMILY PARTNERSHIP, LTD.,




			
	By:	 	/s/ H.T. Ardinger, Jr.

H.T. Ardinger, Jr.

General Partner






 



Signature page to Second Amendment