SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement is entered into as of July 25, 2000, by and between SEACHANGE
INTERNATIONAL, INC., a Delaware corporation with its principal place of business at 124 Acton Street,
Maynard, Massachusetts ("Borrower"), and SILICON VALLEY BANK, a California-chartered bank
("Lender"), 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".
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by
Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Loan and Security
Agreement dated November 10, 1998, as amended by First Loan Modification Agreement dated as of March
27, 2000 (as may be amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein
shall have the same meaning as in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the "Indebtedness".
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is secured as
described in the Loan Agreement (together with any other collateral security granted to Lender, the "Security
Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness
shall be referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERM.
A. Modifications to Loan Agreement.
1. The Loan Agreement shall be amended by deleting the following definitions:
"Approved Foreign Accounts" means Accounts with respect to which the account debtor does not have its
principal place of business in the United States, which the Bank approves on a case by case basis.
"Eligible Foreign Accounts" means Accounts with respect to which the account debtor does not have its principal