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 affecte
