LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT is entered into as of November 12, 1998, by and between
SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located at Wellesley Office Park, 40
William Street, Suite 350, Wellesley, Massachusetts 02481, doing business under the name "Silicon Valley
East" ("Bank") and SEACHANGE INTERNATIONAL, INC., a Delaware corporation with its principal place
of business at 124 Acton Street, Maynard, Massachusetts 01754 ("Borrower").
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower.
This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the
amounts owing to Bank.
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION
1.1. Definitions. As used in this 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.
"Advance" or "Advances" means a loan advance under the Committed Revolving Line.
"Affiliate" means, with respect to any Person, any Person that owns or controls directly or indirectly such Person,
any Person that controls or is controlled by or is under common control with such Person, and each of such
Person's senior executive officers, directors, partners and, for any Person that is a limited liability company, such