|
Exhibit
10.1
TWELFTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
DATED OCTOBER 22,
2001
This Twelfth Amendment to Loan and
Security Agreement (the “Twelfth Amendment”) is made as
of this 17th day of August, 2007 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 Citizens Bank of Massachusetts, a bank
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 Twelfth Amendment; and
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
| |
1. |
Sections 14(c) and 14(f) of the Agreement are hereby deleted in
their entirety. |
| |
2. |
Section 14(d) of the Agreement is hereby amended by
deleting “2.0x” in subsection (iii) and replacing
it with “1.75x”. |
| |
3. |
Section 14(e) of the Agreement is hereby amended by
deleting the EBITDA requirements contained therein and replacing
them with the following: |
“(e)( Minimum
EBITDA ) Permit EBITDA to be equal to or less than the amounts
for the periods listed below:
| |
(i) |
quarter ending July 31, 2007 -
$1,250,000.00 |
-1-
| |
(ii) |
combined for the two quarters ending July 31, 2007
and October |
|
