SECOND AMANDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT



Exhibit 10.7 
 
SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT 
DATED OCTOBER 22, 2001 
 
This Second Amendment and Waiver to Loan and Security Agreement (the “Second Amendment”) is made as of this 21st day of April, 2003 by and between SeaChange International, Inc., a Delaware corporation with its principal place of business
at 124 Acton Street, Maynard, Massachusetts (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). 
 
WITNESSETH: 
 
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 by a First Amendment to Loan and Security Agreement dated June 14, 2002 (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 and
waive a certain covenant 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 Second 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.    Section 14(f) of the Agreement is hereby waived for the fiscal year ending January 31, 2003. 
 
2.    Section 14(e) of the Agreement is deleted and replaced with the following: 
 
“(e) (Minimum EBITDA) Permit EBITDA
to be equal or less than the amounts for the periods listed below: 
 
(i) quarter ending April 30, 2003 — $4,750,000.00 
(ii) quarter ending July 31, 2003— $6,600,000.00 
 
and thereafter $7,000,000.00 on a trailing twelve (12) month basis, to be tested quarterly.”

 
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3.    The Borrower hereby agrees that the liabilities, obligations and
indemnity of the Borrower under the Agreement shall be secured by any and all collateral now or hereafter granted to the Lender by the Borrower. 
 
4.    The Borrower hereby acknowledges and agrees that the Borrower has no offsets, defenses or counterclaims against
the Lender with respect to the Loan Arrangement or otherwise, and to the extent that the Borrower has any such offsets, defenses or counterclaims against the Lender, then the Borrower hereby affirmatively WAIVES and RENOUNCES any such offsets,
defenses or counterclaims. 
 
5.    This Second Amendment and all other documents executed in connection herewith incorporate all discussions and negotiations between the Borrower and the Lender either expressed or implied, concerning the
matters contained herein and in such other instruments, any statute, custom or use to the contrary notwithstanding. No such discussions or negotiations shall limit, modify or otherwise effect the provisions hereof. The modification amendment, or
waiver of any provisions hereof. The modification amendment, or waiver of any provision of this Second Amendment, the Agreement or any provision under any other agreement or document entered into between the Borrower and the Lender shall not be
effective unless executed in writing by the party to be charged with such modification, amendment or waiver, and if such party be the Lender, then by a duly authorized officer thereof. 
 
6.    Except as specifically modified herein, the Agreement shall remain in full force
and effect as originally written, and the Borrower hereby ratifies and confirms all terms and conditions contained in this Agreement. 
 
7.    This Second Amendment shall be construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts and shall take effect as a sealed instrument. 
 
IN WITNESS WHEREOF, the parties hereof have set their hands and seals as of the date first written above. 
 

	 SEACHANGE INTERNATIONAL, INC.

	
	 By:
	 	 /S/    W. L.
FIEDLER        


	 	 	 Name: W.L. Fiedler
 Title: Vice President



 

	 CITIZENS BANK OF MASSACHUSETTS

	
	 By:
	 	 /S/    RALPH L.
LETNER


	 	 	 Name: Ralph L. Letner
 Title: Vice President



 
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