Exhibit 10.1
FOURTEENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
DATED OCTOBER 22, 2001
This Fourteenth Amendment to Loan
and Security Agreement (the “Fourteenth Amendment”) is
made as of this 31st day of October, 2008 by and between SeaChange
International, Inc., a Delaware corporation with its principal
place of business at 50 Nagog Park, Acton, Massachusetts 01720 (the
“Borrower”) and RBS Citizens, National Association,
successor by merger with Citizens Bank of Massachusetts, a national
banking association with offices at 28 State Street, Boston,
Massachusetts (the “Lender”) in consideration of the
mutual covenants contained herein and the benefits to be derived
herefrom. Unless otherwise specified, all capitalized terms shall
have the same meaning herein as set forth in the Agreement (as
defined below).
W I T N E S S E T H:
WHEREAS, on October 22, 2001,
the Borrower and the Lender entered into a loan arrangement (the
“Loan Arrangement”) as evidenced by, amongst other
documents and instruments, a certain Loan and Security Agreement as
amended from time to time (as may be further amended from time to
time, the “Agreement”) by and between the Borrower and
the Lender pursuant to which the Lender agreed to provide certain
financial accommodations to or for the benefit of the Borrower;
and
WHEREAS, the Borrower has requested
that the Lender amend certain terms and conditions of the Agreement
all as set forth herein, and
WHEREAS, the Lender has agreed to so
amend the Agreement provided the Borrower and the Lender entered
into this Fourteenth Amendment; and
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
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1.
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Section 14(e) of the Agreement is hereby
amended by deleting the EBITDA requirements contained therein and
replacing them with the following:
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“(e)( Minimum EBITDA )
Permit EBITDA to be equal to or less than $7,500,000.00 for each
rollin
