EXHIBIT 10.2
EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT
This EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (the "Exim Agreement") is entered
into as of July 25, 2000, by and between SILICON VALLEY BANK, a California-chartered bank ("Bank"),
with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production
office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, MA 02481, 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 01754 (the
"Borrower").
RECITALS
A. Borrower and Bank are parties to that certain Loan and Security Agreement dated November 10, 1998 (as
amended to date, the "Domestic Agreement"), together with related documents executed in conjunction
therewith.
B. Borrower and Bank desire in this Exim Agreement to set forth their agreement with respect to a working
capital facility to be guaranteed by the Export-Import Bank of the United States (the "Exim Bank").
AGREEMENT
The Parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION
1.1 Definitions. Except as otherwise defined, terms that are capitalized in this Exim Agreement shall have the
meanings assigned in the Domestic Loan Documents. As used in this Exim Agreement, the following terms shall
have the following definitions:
"Accounts" means all presently existing and hereafter arising accounts, contract rights, and all other forms of
obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing
of software and other technology) or the rendering of services by Borrower, whether or not earned by
performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise
returned to or reclaimed by Borrower and Borrower's books relating to any of the foregoing.
"Advances" means any loans or other extensio