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“Subject to Section 2.3(b), the principal amount outstanding underthe Revolving Line shall accrue interest at a floating per annum rateequal to one-half of one percent (0.50%) above the Prime Rate.”and inserting in lieu thereof the following:“Subject to Section 2.3(b), the principal amount outstanding underthe Revolving Line shall accrue interest at the greater of (i) afloating per annum rate equal to one-quarter of one percent (0.25%)above the Prime Rate and (ii) four and one-quarter of one percent(4.25%).” 3 The Loan Agreement shall be amended by deleting the following,appearing as Section 5.3 thereof:“ **5.3 Accounts Receivable**. For any Eligible Account in any BorrowingBase Certificate, all statements made and all unpaid balancesappearing in all invoices, instruments and other documents evidencingsuch Eligible Accounts are and shall be true and correct and all suchinvoices, instruments and other documents, and all of Borrower’sBooks are genuine and in all respects what they purport to be. Allsales and other transactions underlying or giving rise to eachEligible Account shall comply in all material respects with allapplicable laws and governmental rules and regulations. Borrower hasno knowledge of any actual or imminent Insolvency Proceeding of anyAccount Debtor whose accounts are an Eligible Account in anyBorrowing Base Certificate. To the best of Borrower’s knowledge, allsignatures and endorsements on all documents, instruments, andagreements relating to all Eligible Accounts are genuine, and allsuch documents, instruments and agreements are legally enforceable inaccordance with their terms.”and inserting in lieu thereof the following:“ **5.3 Intentionally Omitted**.” 4 The Loan Agreement shall be amended by deleting the followingtext, appearing in Section 6.2 thereof:“ (b) Within thirty (30) days after the last day of each month inwhich Credit Extensions made pursuant to Section 2.1.1 areoutstanding or in which any such Credit Extensions have beenrequested, deliver to Bank a duly completed Borrowing BaseCertificate signed by a Responsible Officer, with aged listings ofaccounts receivable and accounts payable (by invoice date).”and inserting in lieu thereof the following:“ (b) Intentionally omitted.” 5 The Loan Agreement shall be amended by deleting the followingtext, appearing in Section 6.2 thereof:“ (d) Upon the occurrence of the first request for an Advancepursuant to Section 2.1.1, allow Bank to audit Borrower’s Collateralat Borrower’s expense. Such audits shall be conducted no more oftenthan once every twelve (12) months unless a Default or an Event ofDefault has occurred
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and is continuing. Borrower hereby acknowledges that the first suchaudit will be conducted within sixty (60) days after the date onwhich Borrower requests the first Advance pursuant to Section 2.1.1.The charge for each audit shall not exceed Eight Hundred FiftyDollars ($850.00) (or such higher amount as shall represent Bank’sthen-current standard charge for the same), per person per day, plusout of pocket expenses.”and inserting in lieu thereof the following:“ (d) After the occurrence of an Event of Default, Bank may auditBorrower’s Collateral, including, but not limited to, Borrower’sAccounts at Borrower’s expense and at Bank’s sole and exclusivediscretion and without notification and authorization from Borrower.” 6 The Loan Agreement shall be amended by deleting the followingtext, appearing in Section 6.7 thereof:“ (b) **Minimum Quarterly Net Revenue**. For the quarter ended June 30,2009, and as of the last day of each quarter thereafter, Borrowershall have quarterly net revenue of at least the greater of (i) NineMillion Dollars ($9,000,000.00), and (ii) seventy-five percent(75.0%) of Borrower’s board-approved operating plan.”and inserting in lieu thereof the following:“ (b) **Minimum Quarterly Net Revenue**. Borrower shall have quarterlynet revenue of at least (i) for the quarters ended June 30, 2009,September 30, 2009, December 31, 2009, March 31, 2010, June 30, 2010and September 30, 2010, the greater of (A) Nine Million Dollars($9,000,000.00), and (B) seventy-five percent (75.0%) of Borrower’sboard-approved operating plan, and (ii) for the quarter endingDecember 31, 2010, and as of the last day of each quarter thereafter,Nine Million Dollars ($9,000,000.00).” 7 The Loan Agreement shall be amended by inserting the followingnew definition, appearing alphabetically in Section 13.1 thereof:“ “**Overadvance**” is defined in Section 2.2.” 8 The Loan Agreement shall be amended by deleting the followingdefinitions, appearing in Section 13.1 thereof:“ “**Borrowing Base**” is eighty percent (80.0%) of Eligible Accounts, asdetermined by Bank from Borrower’s most recent Borrowing BaseCertificate; provided, however, that Bank, upon notice to Borrower,may decrease the foregoing percentage in its good faith businessjudgment based on events, conditions, contingencies, or risks which,as determined by Bank may adversely affect Collateral.”“ “**Borrowing Base Certificate**” is that certain certificate in theform attached hereto as **Exhibit C**.”“ “**Eligible Accounts**” are Accounts which arise in the ordinary courseof Borrower’s business that meet all Borrower’s representations andwarranties in
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Section 5.3. Bank reserves the right, at any time and from time totime after the Effective Date, and upon notice to Borrower, to adjustany of the criteria set forth below and to establish new criteria inits good faith business judgment. Unless Bank agrees otherwise inwriting, Eligible Accounts shall not include:     (a) Accounts for which the Account Debtor has not been invoiced;     (b) Accounts that the Account Debtor has not paid within ninety(90) days of invoice date;     (c) Accounts owing from an Account Debtor, fifty percent (50%)or more of whose Accounts have not been paid within one hundredtwenty days (120) days of invoice date;     (d) Accounts with credit balances over one hundred twenty (120)days from invoice date;     (e) Accounts owing from an Account Debtor, including Affiliates,whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that exceed thatpercentage, unless Bank approves in writing; provided that withrespect to the Accounts of NCO, such percentage shall be thirty-fivepercent (35%);     (f) Accounts owing from an Account Debtor which does not haveits principal place of business in the United States;     (g) Accounts owing from an Account Debtor which is a federal,state or local government entity or any department, agency, orinstrumentality thereof;     (i) Accounts owing from an Account Debtor to the extent thatBorrower is indebted or obligated in any manner to the Account Debtor(as creditor, lessor, supplier or otherwise — sometimes called“contra” accounts, accounts payable, customer deposits or creditaccounts), with the exception of customary credits, adjustmentsand/or discounts given to an Account Debtor by Borrower in theordinary course of its business;     (j) Accounts for demonstration or promotional equipment, or inwhich goods are consigned, or sold on a “sale guaranteed”, “sale orreturn”, “sale on approval”, “bill and hold”, or other terms ifAccount Debtor’s payment may be conditional;     (k) Accounts for which the Account Debtor is Borrower’sAffiliate, officer, employee, or agent;     (l) Accounts in which the Account Debtor disputes liability ormakes any claim (but only up to the disputed or claimed amount), orif the Account Debtor is subject to an Insolvency Proceeding, orbecomes insolvent, or goes out of business;
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     (m) Accounts owing from an Account Debtor with respect to whichBorrower has received Deferred Revenue (but only to the extent ofsuch deferred revenue);     (n) Accounts for which Bank in its good faith business judgmentdetermines collection to be doubtful; and     (o) other Accounts Bank deems ineligible, after consultationwith Borrower, in the exercise of its good faith business judgment.” 9 The Loan Agreement shall be amended by deleting the followingdefinitions, appearing in Section 13.1 thereof:“ “**Availability Amount**” is (a) the lesser of (i) the Revolving Lineor (ii) the Borrowing Base minus (b) the amount of all outstandingLetters of Credit (including drawn but unreimbursed Letters ofCredit) plus an amount equal to the Letter of Credit Reserves, minus(c) the FX Reduction Amount, and minus (d) the outstanding principalbalance of any Advances (including any amounts used for CashManagement Services).”“ “**Quick Assets**” is, on any date, Borrower’s unrestricted cash,Eligible Accounts, and investments with maturities of fewer thantwelve (12) months determined according to GAAP.”“ “**Revolving Line Maturity Date**” is November 1, 2010.”and inserting in lieu thereof the following:“ “**Availability Amount**” is (a) the Revolving Line, minus (b) theamount of all outstanding Letters of Credit (including drawn butunreimbursed Letters of Credit) plus an amount equal to the Letter ofCredit Reserves, minus (c) the FX Reduction Amount, and minus (d) theoutstanding principal balance of any Advances (including any amountsused for Cash Management Services).”“ “**Quick Assets**” is, on any date, Borrower’s unrestricted cash, netbilled accounts receivable, and investments with maturities of fewerthan twelve (12) months determined according to GAAP.”“ “**Revolving Line Maturity Date**” is February 18, 2013.” [2 YEARS FROMTHE DATE OF THIS LOAN MODIFICATION AGREEMENT — TO BE INSERTED ATCLOSING] 10 The Borrowing Base Certificate appearing as **Exhibit C**to the Loan Agreement is hereby deleted in its entirety.  11 The Compliance Certificate appearing as **Exhibit D** tothe Loan Agreement is hereby replaced with the Compliance Certificate attachedas **Schedule 1** hereto.4. FEES. Borrower shall pay to Bank a modification fee equal to Fifteen Thousand Dollars($15,000.00), which fee shall be deemed fully earned as of the date hereof, and shall be due andpayable as follows: (a) Seven Thousand Five Hundred Dollars ($7,500.00) is due and payable on thedate hereof, and (b) Seven Thousand Five Hundred Dollars ($7,500.00) is due and payable upon theearlier to occur of (i) the date that is one (1) year from the
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date of this Loan Modification Agreement, (ii) early termination of the Loan Agreement, or (iii) anEvent of Default. Borrower shall also reimburse Bank for all legal fees and expenses incurred inconnection with this amendment to the Existing Loan Documents.5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms andreaffirms, all and singular, the terms and disclosures contained in a certain PerfectionCertificate dated as of November 2, 2009 between Borrower and Bank, and acknowledges, confirms andagrees the disclosures and information Borrower provided to Bank in the Perfection Certificate havenot changed, as of the date hereof.6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessaryto reflect the changes described above.7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms allterms and conditions of all security or other collateral granted to Bank, and confirms that theindebtedness secured thereby includes, without limitation, the Obligations.8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has nooffsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, orotherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, orcounterclaims against Bank, whether known or unknown, at law or in equity, all of them are herebyexpressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existingObligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as setforth in the Existing Loan Documents. Except as expressly modified pursuant to this LoanModification Agreement, the terms of the Existing Loan Documents remain unchanged and in full forceand effect. Bank’s agreement to modifications to the existing Obligations pursuant to this LoanModification Agreement in no way shall obligate Bank to make any future modifications to theObligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of theObligations. It is the intention of Bank and Borrower to retain as liable parties all makers ofExisting Loan Documents, unless the party is expressly released by Bank in writing. No maker willbe released by virtue of this Loan Modification Agreement.10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when itshall have been executed by Borrower and Bank.*[The remainder of this page is intentionally left blank]*
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     This Loan Modification Agreement is executed as a sealed instrument under the laws of theCommonwealth of Massachusetts as of the date first written above.       **BORROWER:**   **BANK:**   **SOUNDBITE COMMUNICATIONS, INC.**   **SILICON VALLEY BANK**   By: /s/ Robert C. Leahy    By: /s/ Thomas E. Kelly   Name: Robert C. Leahy   Name: Thomas E. Kelly  Title: CFO & COO   Title: Vice President       The undersigned, **SOUNDBITE COMMUNICATIONS SECURITIES CORPORATION**, a Massachusetts corporation(“Guarantor”) hereby: (a) ratifies, confirms and reaffirms, all and singular, the terms andconditions of (i) a certain Unconditional Guaranty of the obligations of Borrower to Bank dated asof November 2, 2009 (as amended, the “Guaranty”), and (ii) a certain Security Agreement byGuarantor in favor of Bank dated as of November 2, 2009 (as amended, the “Security Agreement”); (b)acknowledges, confirms and agrees that the Guaranty and Security Agreement shall remain in fullforce and effect and shall in no way be limited by the execution of this Loan ModificationAgreement or any other documents, instruments and/or agreements executed and/or delivered inconnection herewith; and (c) acknowledges, confirms and agrees that the obligations of Borrower toBank under the Guaranty include, without limitation, all Obligations of Borrower to Bank under theLoan Agreement, as amended by this Loan Modification Agreement.         **SOUNDBITE COMMUNICATIONS SECURITIES CORPORATION**         By: