FOURTH AMENDMENT TO CREDIT AGREEMENT, LIMITED WAIVER, AND FIRST
AMENDMENT TO SECURITY AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT, LIMITED WAIVER, AND FIRST
AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is entered into as of August 18, 2000 by
and among DITECH COMMUNICATIONS CORPORATION, a Delaware corporation ("Borrower"), and
FLEET NATIONAL BANK (f/k/a BANKBOSTON, N.A.), a national banking association ("Lender"), with
reference to the following facts:
A. Borrower and Lender are parties to that certain Credit Agreement dated as of August 20, 1997, by and
among the Borrower and the Lender, as amended (the "Credit Agreement"), and that certain Security Agreement
dated as of August 20, 1997 (the "Security Agreement"). The Credit Agreement and all related and supporting
documents collectively are referred to in this Amendment as the "Loan Documents."
B. The parties desire to amend and waive certain provisions of the Credit Agreement, in accordance with the
terms of this Amendment.
NOW, THEREFORE, in consideration of the promises and the agreements, provisions and covenants herein
contained, the parties hereto agree as follows:
1. DEFINED TERMS. Capitalized terms not otherwise defined herein shall have the same meanings as set forth
in the Credit Agreement.
2. WAIVER. Subject to the terms and conditions contained herein, and in reliance on the representations and
warranties of the Borrower set forth herein, the Lender hereby waives all restrictions in the Credit Agreement that
would prevent the Borrower from consummating the acquisitions of Telinnovation Service Corporation and
Atmosphere Networks, Inc. Without limiting the generality of the provisions of Section 8.1 of the Credit
Agreement, the waiver set forth herein shall be limited precisely as written, and nothing in this Amendment shall
be deemed to (i) constitute a waiver of compliance by the Borrower with any such provision of the Credit
Agreement in any other instance, or (ii) constitute a waiver o