Exhibit 10.12



LOAN AGREEMENT



THIS AMENDED AND RESTATED LOAN AGREEMENT (Agreement) is made and entered into as of July 1, 2002 by and between Embarcadero Technologies, Inc., a California
corporation (Borrower), and UNION BANK OF CALIFORNIA, N.A., a national banking association (Bank). This Agreement amends and restates in its entirety that certain loan agreement dated as of July 31, 2001 by and between
Borrower and Bank.



SECTION 1. THE CREDIT



1.1 CREDIT FACILITIES



1.1.1 The Revolving Loan.Bank will loan to Borrower an amount not to exceed Three Million Dollars ($3,000,000.00)
outstanding in the aggregate at any one time (the Revolving Loan). The proceeds of the Revolving Loan shall be used for Borrowers general working capital purposes. Borrower may borrow, repay and reborrow all or part of the
Revolving Loan in accordance with the terms of the Revolving Note (defined below). All borrowings of the Revolving Loan must be made before June 2, 2003, at which time all unpaid principal and interest of the Revolving Loan shall be due and payable.
The Revolving Loan shall be evidenced by Banks standard form of commercial promissory note (the Revolving Note). Bank shall enter each amount borrowed and repaid in Banks records and such entries shall be deemed correct.
Omission of Bank to make any such entries shall not discharge Borrower of its obligation to repay in full with interest all amounts borrowed.



As of the date of this Agreement, the principal amount outstanding under Borrowers revolving loan with Bank evidenced by the promissory note dated July 2, 2001
(Old Note) shall be deemed the initial principal amount outstanding under the Revolving Loan, and the Old Note is hereby cancelled and superceded by the Revolving Note.



1.2 Terminology.The following words and phrases, whether used in their singular or plural form, shall have the meanings set forth
below:



GAAP means generally accepted accounting principles and
practices consistently applied. Accounting terms used in this Agreement but not otherwise expressly defined have the meanings given them by GAAP.



Lien means any voluntary or involuntary security interest, mortgage, pledge, claim, charge, encumbrance, title retention agreement, or third party interest,
covering all or any part of the property of Borrower or any Guarantor.



Loan means all the credit facilities described above.



Loan Documents means this Agreement, the Note, and all other documents, instruments and agreements required by Bank and executed in connection with this Agreement, the Note, the Loans, and with all other credit facilities from
time to time made available to Borrower by Bank.



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Note means all the promissory
notes described above.



1.3 Prepayment.The Loan may be prepaid in full
or in part but only in accordance with the terms of the Note, and any such prepayment shall be subject to any prepayment fee provided for therein. In the event of a principal prepayment on any term indebtedness, the amount prepaid shall be applied
to the scheduled principal installments due in the reverse order of their maturity on the Loan being prepaid.



1.4 Interest.The unpaid principal balance of the Loan shall bear interest at the rate or rates provided in the Note.



1.5 Upfront Commitment Fee. On or before the date of execution of this Agreement, Borrower shall pay to Bank a nonrefundable prorata commitment fee of Five
Thousand Dollars ($5,000.00). The prorata calculation shall be based on the number of days from the first day the Loan is available to the Borrower through the Loans maturity of June 2, 2003.



1.6 Balances.Borrower shall maintain its major depository accounts with Bank until
all obligations of Borrower to Bank under the Loan Documents have been paid in full.



1.7 Disbursement. Bank shall disburse the proceeds of the Loan as provided in Banks standard form Authorization(s) to Disburse executed by Borrower.



1.8 Security.Prior to any Loan disbursement, Borrower shall execute one or more security agreements on Banks standard form,
and one or more financing statements suitable for filing in the official records of the appropriate state government and/or any other location required by Bank, granting to Bank a first priority security interest in such of Borrowers property
as is described in said security agreement(s). Any exceptions to Banks first priority Lien are permitted only as provided in this Agreement. At Banks request, Borrower will obtain executed landlords and mortgagees waivers,
each on Banks form, covering all of Borrowers property located on leased or encumbered real property.



SECTION 2. CONDITIONS PRECEDENT



Bank shall not be obligated to disburse all or any portion of the Loans unless at or prior to the time of each such disbursement, the following conditions have been fulfilled to Banks satisfaction:



2.1 Compliance.Borrower shall have performed and complied with all terms and
conditions required by this Agreement to be performed or complied with, and shall have executed and delivered to Bank the Note and all other Loan Documents.



2.2 Authorization to Obtain Credit.Borrower shall have provided Bank with an executed copy of Banks form Authorization to Obtain Credit, authorizing the
execution, delivery and



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performance of this Agreement and the other Loan Documents. Such resolutions shall also designate the persons who are
authorized to act on Borrowers behalf in connection with this Agreement to do the things required of Borrower pursuant to this Agreement.



2.3 Termination Statements.Borrower shall have provided Bank with termination statements executed by such secured creditors as may be required by Bank, suitable
for filing with the Secretary of State in each state designated by Bank.



2.4 Continuing Compliance.At the time any disbursement is to be made and immediately thereafter, there shall not exist any Event of Default (as hereinafter defined) or any event, condition, or act which with notice or lapse of time,
or both, would constitute an Event of Default.



SECTION 3.
REPRESENTATIONS AND WARRANTIES



Borrower represents and warrants that:



3.1 Business Activity.Borrowers principal business is computer
programming services.



3.2 Affiliates and Subsidiaries.Borrowers
affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or a twenty-five percent (25%) or more ownership interest) and their addresses, and the names of the persons or entities owning five percent (5%) or more
of the equity interests in Borrower, are as provided on a schedule delivered to Bank on or before the date of this Agreement.



3.3 Organization and Qualification.Borrower is duly organized and existing under the laws of the state of its organization, is duly qualified and in good standing
in any jurisdiction where such qualification is required, and has the power and authority to carry on the business in which it is engaged and/or proposes to engage.



3.4 Power and Authorization.Borrower has the power and authority to enter into this Agreement and to execute and deliver the Note
and all other Loan Documents. This Agreement and all things required by this Agreement and the other Loan Documents have been duly authorized by all requisite action of Borrower.



3.5 Authority to Borrow.The execution, delivery and performance of this Agreement, the Note and all other Loan Documents are not in
contravention of any of the terms of any indenture, agreement or undertaking to which Borrower is a party or by which it or any of its property is bound or affected.



3.6 Compliance with Laws.Borrower is in compliance with all applicable laws, rules, ordinances or regulations, which materially
affect the operations or financial condition of Borrower.



3.7 Title.Except for assets which may have been disposed of in the ordinary course of business, Borrower has good and marketable title to all property reflected in its financial



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statements delivered to Bank and to all property acquired by Borrower since the date of said financial statements, free
and clear of all Liens, except Liens specifically referred to in said financial statements.



3.8 Financial Statements.Borrowers financial statements, including both a balance sheet at March 31, 2002, together with supporting schedules, and an income statement for the three (3) months ended March
31, 2002, have heretofore been furnished to Bank, are true and complete, and fairly represent Borrowers financial condition for the period covered thereby. Since March 31, 2002, there has been no material adverse change in Borrowers
financial condition or operations.



3.9 Litigation.There is no
litigation or proceeding pending or threatened against Borrower or any of its property which is reasonably likely to affect the financial condition, property or business of Borrower in a materially adverse manner or result in liability in excess of
Borrowers insurance coverage.



3.10 ERISA.Borrowers defined
benefit pension plans (as defined in the Employee Retirement Income Security Act of 1974, as amended (ERISA)), meet, as of the date hereof, the minimum funding standards of Section 302 of ERISA, and no Reportable Event or Prohibited
Transaction as defined in ERISA has occurred with respect to any such plan.



3.11 Regulation U.No action has been taken or is currently planned by Borrower, or any agent acting on its behalf, which would cause this Agreement or the Note to violate Regulation U or any other regulation of the Board of
Governors of the Federal Reserve System, or to violate the Securities and Exchange Act of 1934, in each case as in effect now or as the same may hereafter be in effect. Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock as one of its important activities and, except as may be expressly agreed to and documented between Borrower and Bank, none of the proceeds of the Loan will be used directly or indirectly for such purpose.



3.12 No Event of Default.Borrower is not now in default in the payment
of any of its material obligations, and there exists no Event of Default, and no condition, event or act which with notice or lapse of time, or both, would constitute an Event of Default.



3.13 Continuing Representations and Warranties.The foregoing representations and warranties shall be considered to have been made
again at and as of the date of each and every Loan disbursement and shall be true and correct as of each such date.



SECTION 4. AFFIRMATIVE COVENANTS



Until all sums payable pursuant to this Agreement, the Note and the other Loan Documents have been paid in full, unless Bank otherwise consents in writing, Borrower agrees that:



4.1 Use of Proceeds.Borrower will use the proceeds of the Loan only as provided in
Section 1 above.



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4.2 Payment of Obligations.Borrower will pay and discharge promptly all taxes, assessments and other governmental
charges and claims levied or imposed upon it or its property, or any part thereof; provided, however, that Borrower shall have the right in good faith to contest any such taxes, assessments, charges or claims and, pending the outcome of such
contest, to delay or refuse payment thereof provided that adequately funded reserves are established by it to pay and discharge any such taxes, assessments, charges and claims.



4.3 Maintenance of Existence.Borrower will maintain and preserve its existence, its assets, and all rights, franchises, licenses and
other authority necessary for the conduct of its business, and will maintain and preserve its property, equipment and facilities in good order, condition and repair. Bank may, at reasonable times, visit and inspect any of Borrowers properties.



4.4 Records.Borrower will keep and maintain full and accurate accounts
and records of its operations in accordance with GAAP and will permit Bank, at Borrowers expense, to have access thereto, to make examination and photocopies thereof, and to make audits of Borrowers accounts and records and Banks
collateral during regular business hours.



4.5 Information Furnished.Borrower will furnish to Bank:



(a)Within Sixty
(60) days after the close of each fiscal quarter, except for the final quarter of each fiscal year, its unaudited balance sheet as of the close of such fiscal quarter, its unaudited income and expense statement with year-to-date totals and
supportive schedules, and its statement of retained earnings for that fiscal quarter, all prepared in accordance with GAAP;



(b)Within One-Hundred Twenty (120) days after the close of each fiscal year, a copy of its statement of financial condition including at least its
balance sheet as of the close of such fiscal year and its income and expense statement, and its retained earnings statement for such fiscal year, examined and prepared on an audited basis by independent certified public accountants selected by
Borrower and reasonably satisfactory to Bank, in accordance with GAAP along with any management letter provided by such accountants;



(c)Within Sixty (60) days after the close of each of the first three fiscal quarters and One Hundred Twenty (120) days for the fourth fiscal
quarter, a certification of compliance with all covenants under this Agreement, executed by Borrowers duly authorized officer, in form acceptable to Bank;



(d)Prompt written notice to Bank of any Event of Default or breach under any of the terms or provisions of this
Agreement or any other Loan Document, any litigation which would have a material adverse effect on Borrowers financial condition, and any other matter which has resulted in, or is likely to result in, a material adverse change in
Borrowers financial condition or operations;



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(e)Prior written notice to Bank of any change in Borrowers officers and other senior
management, Borrowers name or state of organization, and the location of Borrowers assets, principal place of business or chief executive office;



(f)Within fifteen (15) days after Borrower knows or has reason to know that any Reportable Event or Prohibited Transaction (as defined in
ERISA) has occurred with respect to any defined benefit pension plan of Borrower, a statement of an authorized officer of Borrower describing such event or condition and the action, if any, which Borrower proposes to take with respect thereto; [and]



(g)Such other financial statements and information as
Bank may reasonably request from time to time;



4.6 Quick Ratio.Borrower will at all times maintain a ratio of cash, accounts receivable and marketable securities to current liabilities of not less than 2.0:1.0.



4.7 Tangible Net Worth.Borrower will at all times maintain Tangible Net Worth of not less than Thirty-Eight Million Two Hundred Thirty One Million Dollars
($38,231,000.00) at all times, representing 90% of Tangible Net Worth as of March 31, 2002. Tangible Net Worth means Borrowers net worth increased by indebtedness subordinated to Bank and decreased by patents, licenses, trademarks,
trade names, goodwill and other similar intangible assets, organizational expenses, security deposits, prepaid costs and expenses and monies due from affiliates (including officers, shareholders and directors).



4.8 Debt to Tangible Net Worth.Borrower will at all times maintain a ratio of total
liabilities to Tangible Net Worth of not greater than 1.0:1.0. Tangible Net Worth means Borrowers net worth increased by indebtedness subordinated to Bank and decreased by patents, licenses, trademarks, trade names, goodwill and
other similar intangible assets, organizational expenses, security deposits, prepaid costs and expenses and monies due from affiliates (including officers, shareholders and directors).



4.9 Profitability.Borrower shall generate on a quarterly basis, adjusted net profit after taxes equal to or greater than
$1.00. Adjusted net profit after taxes shall be defined as net income after taxes for the fiscal quarter plus the sum of amortization from deferred stock compensation, purchased in-process research and development acquired during the
fiscal quarter, and goodwill.



4.10 Insurance.Borrower will keep all of
its insurable property, whether real, personal or mixed, insured by companies approved by Bank, against fire and such other risks, and in such amounts as is customarily obtained by companies conducting similar business with respect to like
properties. Borrower will furnish to Bank statements of its insurance coverage, will promptly upon Banks request furnish other or additional insurance deemed necessary by Bank to the extent that such insurance may be available, and hereby
assigns to Bank, as security for Borrowers obligations to Bank, the proceeds of any such insurance. Prior to any Loan disbursement, Bank will be named loss payee under all policies insuring the collateral. Borrower will maintain adequate
workers compensation insurance and adequate insurance against liability for damage to persons or property. All policies shall require at least ten (10) days written notice to Bank before alteration or cancellation.



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4.11 Additional Requirements.Upon Banks demand, Borrower will promptly take such further action and execute
all such additional documents and instruments in connection with this Agreement and the other Loan Documents as Bank in its reasonable discretion deems necessary, and promptly supply Bank with such other information concerning its affairs as Bank
may request from time to time.



4.12 Litigation and Attorneys Fees.Upon Banks demand, Borrower will promptly pay to Bank reasonable attorneys fees, including the reasonable estimate of the allocated costs and expenses of in-house legal counsel and staff, and all costs and other expenses paid or
incurred by Bank in collecting, modifying or compromising the Loan or in enforcing or exercising its rights or remedies created by, connected with or provided for in this Agreement and the other Loan Documents. If any judicial action, arbitration or
other proceeding is commenced, only the prevailing party shall be entitled to attorneys fees and court costs.



4.13 Bank Expenses.Upon Banks request, Borrower will pay or reimburse Bank for all costs, expenses and fees incurred by Bank in preparing and documenting
this Agreement and the Loan, and all amendments and modifications to any Loan Documents, including but not limited to all filing and recording fees, costs of appraisals, insurance and attorneys fees, including the reasonable estimate of the
allocated costs and expenses of in-house legal counsel and staff.



SECTION 5. NEGATIVE COVENANTS



Until all sums payable pursuant
to this Agreement, the Note and the other Loan Documents have been paid in full, unless Bank otherwise consents in writing, Borrower agrees that:



5.1 Liens.Borrower shall not enter into or suffer to exist any arrangement or agreement, which directly or indirectly prohibits Borrower from creating any Lien in
favor of Bank. Borrower will not grant to any other person, a Lien on any of its assets, except (a) Liens in favor of Bank, (b) Liens for taxes not delinquent and taxes and other items being contested in good faith, (c) minor encumbrances and
easements on real property which do not affect its market value, (d) existing Liens on Borrowers personal property, (e) future purchase money security interests encumbering only the personal property purchased.



5.2 Borrowings.Borrower will not sell, discount or otherwise transfer any account
receivable or any note, draft or other evidence of indebtedness, except to Bank or except to a financial institution at face value for deposit or collection purposes only, and without any fees other than the financial institutions normal fees
for such services. Borrower will not borrow any money, become contingently liable to borrow money, or enter any agreement to directly or indirectly obtain borrowed money, except pursuant to agreements with Bank.



5.3 Sale of Assets, Liquidation or Merger.Borrower will not liquidate, dissolve or
enter into any consolidation, merger, partnership or other combination, or convey, sell or lease all or the



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greater part of its assets or business, or purchase or lease all or the greater part of the assets or business of
another, unless Borrower is in full compliance of all terms and conditions contained within this Agreement, prior to and after the sale, liquidation or merger.



5.4 Loans, Advances and Guaranties.Borrower will not, except in the ordinary course of business as currently conducted, make any loans or advances, become a
guarantor or surety, or pledge its credit or properties.



5.5 Investments.Borrower will not purchase the debt or equity of another except for savings accounts and certificates of deposit of Bank, direct U.S. Government obligations, and commercial paper issued by corporations with the top ratings of Moodys or
Standard & Poors, provided that all such permitted investments shall mature within one year of purchase.



5.6 Payment of Dividends.Borrower will not declare or pay any dividends, other than dividends payable solely in its own common stock, or authorize or make any
other distribution with respect to any of its stock now or hereafter outstanding.



5.7 Redemption of Stock. Borrower may repurchase its shares of common stock, up to an aggregate maximum of One Million (1,000,000) shares, provided Borrower is not in breach of any covenants at the time of the repurchase or after the
repurchase. As of this date of the document, Borrower has purchased an aggregate 230,000 shares.



5.8 Affiliate Transactions.Borrower will not transfer any property to any affiliate, except for value received in the normal course of business and for an amount, including any management or service fee(s), as
would be conducted and charged with an unrelated or unaffiliated entity. Borrower will not pay any management fee or fee for services to any affiliate without Banks prior written consent.



SECTION 6. EVENTS OF DEFAULT



The occurrence of any of the following events (Events of Default) shall terminate
any obligation of Bank to make or continue the Loan and shall automatically, unless otherwise provided under the Note, make all sums of interest and principal and any other amounts owing under the Loan immediately due and payable, without notice of
default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or any other notices or demands:



6.1 Borrower shall default in the due and punctual payment of the principal of or the interest on the Note or on any amounts owing under any of the Loan Documents;



6.2 Any default shall occur under the Note;



6.3 Borrower shall default in the due performance or observance of any covenant or
condition of the Loan Documents;



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6.4 Any guaranty or subordination agreement required hereunder shall be breached or becomes ineffective, or any
Guarantor or subordinating creditor shall die, disavow or attempt to revoke or terminate such guaranty or subordination agreement; or



6.5 There shall be a change in ownership or control of ten percent (10%) or more of the equity interests in Borrower or any Guarantor.



SECTION 7. GENERAL PROVISIONS



7.1 Additional Remedies.The rights, powers and remedies given to Bank hereunder shall
be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Bank by law against Borrower or any other person or entity including but not limited to Banks rights of setoff and bankers lien.



7.2 Nonwaiver.Any forbearance or failure or delay by Bank in
exercising any right, power or remedy hereunder shall not be deemed a waiver thereof and any single or partial exercise of any right, power or remedy shall not preclude the further exercise thereof. No waiver shall be effective unless it is in
writing and signed by an officer of Bank.



7.3 Inurement.The benefits
of this Agreement and the other Loan Documents shall inure to the successors and assigns of Bank and the permitted successors and assigns of Borrower, but any attempted assignment by Borrower without Banks prior written consent shall be null
and void.



7.4 Applicable Law.This Agreement and the other Loan
Documents shall be governed by and construed according to the laws of the State of California.



7.5 Severability.Should any one or more provisions of this Agreement or any other Loan Document be determined to be illegal or unenforceable, all other provisions of such document shall nevertheless be
effective.



7.6 Controlling Document.In the event of any inconsistency
between the terms of this Agreement and any other Loan Document, the terms of the other Loan Document shall prevail.



7.7 Construction.The section and subsection headings herein are for convenient reference only and shall not limit or otherwise affect the interpretation of this
Agreement.



7.8 Amendments.This Agreement may be amended only in
writing signed by all parties hereto.



7.9 Counterparts.Borrower and
Bank may execute one or more counterparts to this Agreement, each of which shall be deemed an original, but all such counterparts when taken together, shall constitute one and the same agreement.



7.10 Notices. Any notices or other communications provided for or allowed
hereunder shall be effective only when given by one of the following methods and addressed to the parties at



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their respective addresses and shall be considered to have been validly given (a) upon delivery, if delivered personally,
(b) upon receipt, if mailed, first class postage prepaid, with the United States Postal Service, (c) on the next business day, if sent by overnight courier service of recognized standing, or (d) upon telephoned confirmation of receipt, if
telecopied. The addresses to which notices or demands are to be given may be changed from time to time by notice delivered as provided above.



7.11 Integration Clause.Except for the other Loan Documents, this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan, and all
prior oral or written communications between Borrower and Bank shall be of no further effect or evidentiary value.



THIS AGREEMENT is executed on behalf of the parties by their duly authorized representative(s) as of the date first above written.



|                               |  |                                |  |        |  |                               
|------------------------------ |  | ------------------------------ |  | ------ |  | ------------------------------
|Embarcadero Technologies, Inc. |  | UNION BANK OF CALIFORNIA, N.A.
|                               |  |                                | 
|By:                            |  | /s/    STEPHEN R. WONG         |  | By:    |  | /s/    JAMES B. GOUDY         
|Title:                         |  | CEO                            |  | Title: |  | James B. Goudy, Vice President



|                                                                                                             |  |                                                                                                           
|------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------
|Address:  425 Market Street, Suite 425 San Francisco, CA 94104 Telephone: (415) 834-3131 Fax: (415) 393-0161 |  | Address:  99 Almaden Boulevard, Suite 200 San Jose, CA 95113 Telephone: (408) 279-7714 Fax: (408) 280-7163



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March 12, 2003



Embarcadero Technologies, Inc.

425 Market Street Suite 425

San Francisco, CA 94104

Attn: Stephen R. Wong, Chairman/CEO



| | Re: | First Amendment (Amendment) to the Amended and Restated Loan Agreement dated July 1, 2002 (all prior Amendments, this Amendment, and the Amended and Restated Loan
Agreement together called the Agreement)
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dear Mr.
Wong:



In reference to the Agreement between Union Bank of Calfornia, N.A.
(Bank) and Embarcadero Technologies, Inc. (Borrower), the Bank and Borrower desire to amend the Agreement. Capitalized terms used herein which are not otherwise defined shall have the meaning given them in the Agreement.



Amendment to the Agreement



(a) Section 5.7 of the Agreement is hereby amended in its
entirety as follows:



Borrower may repurchase its shares
of common stock, up to an aggregate maximum of One Million Five Hundred Thousand (1,500,000) shares, provided Borrower is not in breach of any covenants at the time of the repurchase or after the repurchase. As of the date of this document, Borrower
has purchased an aggregate of 980,822 shares.



Except as specifically
amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. This Amendment shall not be a waiver of any existing or future default or breach of a condition or covenant unless specified herein.



This Amendment shall become effective when the Bank shall have received the
acknowledgment copy of this Amendment executed by the Borrower.



Page 1 of 2



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Very truly yours,UNION BANK OF CALIFORNIA, N.A.By:

/s/    JAMES B. GOUDYJames B. GoudyTitle: Vice President




Agreed and Accepted to this
26 day of March, 2003.



Embarcadero Technologies, Inc.



|    |  |                                    
|--- |  | -----------------------------------
|By: |  | /s/    STEPHEN R. WONG             
|    |  |                                    
|    |  | Stephen R. Wong Title:
Chairman/CEO



Page 2 of 2



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June 2, 2003



Embarcadero Technologies, Inc.

425 Market Street Suite 425

San Francisco, CA 94104

Attention: Stephen R. Wong, Chairman/CEO



Re: Second Amendment (Amendment) to the Amended and Restated Loan Agreement
dated July 1, 2002 (all prior Amendments, this Amendment, and the Amended and Restated Loan Agreement together called the Agreement)



Dear Mr. Wong:



In reference to the Agreement between Union Bank of California, N.A. (Bank) and Embarcadero Technologies, Inc. (Borrower), the Bank and Borrower desire to amend the Agreement. Capitalized terms
used herein which are not otherwise defined shall have the meaning given them in the Agreement.



Amendments to the Agreement:



|(a) | Section 1.1.1, line 5 of the Agreement is hereby amended by substituting the date June 30,2004 for the date June 2, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------



|(b) | Section 5.7 of the Agreement is hereby amended in its entirety as follows:
|--- | --------------------------------------------------------------------------



Borrower may repurchase its shares of common stock, up to an aggregate maximum of Two Million (2,000,000) shares,
provided Borrower is not in breach of any covenants at the time of the repurchase or after the repurchase. As of March 31, 2003, Borrower has purchased an aggregate 1,162,000 shares.



|(c) | Section 3.8 of the Agreement is hereby amended in its entirety as follows:
|--- | --------------------------------------------------------------------------



Borrowers financial statements, including both a balance sheet at March 31, 2003, together with supporting schedules,
and the income statement for the three (3) months ended March 31, 2003, have heretofore been furnished to the Bank, are true and complete, and fairly represent Borrowers financial condition for the period covered thereby. Since March 31, 2003,
there has been no material adverse change in Borrowers financial condition or operations.



Except as specifically amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. This Amendment shall not be a waiver of any existing or future default or breach of a
condition or covenant unless specified herein.



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This Amendment shall become effective when the Bank shall have received the acknowledgment copy of this Amendment
executed by the Borrower.



Very truly yours,



UNION BANK OF CALIFORNIA, N.A.



|       |  |                      
|------ |  | ---------------------
|By:    |  | /s/    JAMES B. GOUDY
|       |  | James B. Goudy       
|Title: |  | Vice President       



Agreed and Accepted to this 19th day
of June, 2003.



|                               |  |                       
|------------------------------ |  | ----------------------
|EMBARCADERO TECHNOLOGIES, INC.
|                               | 
|By:                            |  | /s/    STEPHEN R. WONG
|                               |  | Stephen R. Wong       
|Title:                         |  | Chairman/CEO          



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