THIRD LOAN MODIFICATION AGREEMENT
This Third Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of April 23,
2001, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of
business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at One
Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business
under the name "Silicon Valley East" ("Bank") and SEACHANGE INTERNATIONAL, INC., a Delaware
corporation with its chief executive office located at 124 Acton Street, Maynard, Massachusetts("Borrower").
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and
obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, (i) a certain Loan and Security Agreement dated as of November 10, 1998, between Borrower and
Bank, as amended by First Modification Agreement dated as of March 23, 2000 and a Second Modification
Agreement dated as of July 25, 2000 (as amended, the "Loan Agreement"). The Loan Agreement established: (i)
a working capital line of credit in favor of Borrower in the maximum principal amount of Seven Million Five
Hundred Thousand and 00/100 Dollars ($7,500,000.00) (the "Committed Revolving Line"), and (ii) an
equipment line of credit in favor of Borrower (the "Committed Equipment Line"). Capitalized terms used but not
otherwise defined herein shall have the same meaning as in the Loan Agreement.
Hereinafter, all indebtedness and obligations owing by Borrower to Bank shall be referred to as the "Obligations".
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described
in the Loan Agreement (together with any other collateral security granted to Bank, the "Security Documents").
Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations
shall be referred to a