LOAN AGREEMENT (this "Agreement") dated as of October 16, 2000, by and between Bank of New
Hampshire, N.A., a national banking association with a place of business at 28 Main Street, Jaffrey, New
Hampshire 03452 (the "Bank"), and SeaChange International, Inc., a Delaware corporation with an address of
124 Acton Street, Maynard, Massachusetts 01754 (the "Borrower").
W I T N E S S E T H:
WHEREAS, the Bank is hereby making two loans to the Borrower of even date in the respective amounts of
Five Hundred Forty-four Thousand Dollars ($544,000.00) and Six Hundred Fifty-six Thousand Dollars
($656,000.00) for the purposes of financing the construction/renovation of real estate of the Borrower at 32 Mill
Street, Greenville, Hillsborough County, New Hampshire (the "Premises"); and
WHEREAS, the parties wish to set forth in writing the terms and conditions upon which the Bank is making said
loans to the Borrower;
NOW, THEREFORE, in consideration of the foregoing and of the following mutual promises, the parties confirm
and agree as follows.
SECTION 1. DEFINITIONS. The following terms as used in this Agreement shall have the meanings set forth
1.1 Architect: Any and all architects now or hereafter engaged by the Borrower for the design of the Project.
1.2 Architect's Contracts: Any and all agreements by and between the Borrower and the Architect for, among
other things, the design of the Project.
1.3 Closing: The date on which the Bank makes and the Borrower takes the Loans.
1.4 Collateral Assignment: The Collateral Assignment of Contracts, Plans and Permits of even date from the
Borrower to the Bank.
1.5 Construction Contract: Any and all contracts by and between the Borrower and the Contractor for, among
other things, the construction of the Project.
1.6 Construction Term: The period commencing on the date of this Agreement and continuing through the
1.7 Contractor: Hutter Construction Corporation.
1.8 Contracts: All contracts rela