Exhibit 10.12
SECOND AMENDMENT TO LOAN
AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement is entered into on
this 24th day of September, 1997 by and between SeaChange International, Inc., a
Delaware corporation with its principal address at 000 Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx (hereinafter, the "Borrower"), and BankBoston, N.A., successor by
merger with BayBank, N.A., a national banking association, with offices located
at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter, the "Lender"), in
consideration of the mutual covenants contained herein and the benefits to be
derived herefrom.
WITNESSETH:
----------
WHEREAS, pursuant to the terms of a Loan and Security Agreement dated
September 25, 1996 by and between the Borrower and Lender, as amended by a
certain First Amendment to Loan and Security Agreement dated March 30, 1997 (as
amended, the "Loan Agreement"), the Lender agreed to establish a Working Capital
Line (as defined in the Loan Agreement) in the Borrower's favor in the amount of
the Borrower's Availability (as defined in the Loan Agreement); and
WHEREAS, the Borrower has requested that the Lender agree to modify the
Loan Agreement by extending the Working Capital Line Maturity Date (as defined
in the Loan Agreement) by an additional twelve (12) months.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Lender hereby
agree as follows:
1. The Loan Agreement is hereby amended by deleting the following text
appearing in Section 12-1 of the Loan Agreement:
"(a) The Working Capital Line shall be terminated upon the sooner of (the
"WORKING CAPITAL LINE MATURITY DATE"):
(i) the entry of any order for relief with respect to the
Borrower under the Bankruptcy Code; or
(ii) at the Lender's option, upon or after the occurrence of an
Event of Default, as defined hereunder; or
(iii) September 24, 1997."
-1-
and by substituting therefor the following:
"(a) The Working Capital Line shall be terminated upon the sooner of
(the "WORKING CAPITAL LINE MATURITY DATE"):
(i) the entry of any order for relief with respect to the
Borrower under the Bankruptcy Code; or
(ii) at the Lender's option, upon or after the occurrence of an
Event of Default, as defined hereunder; or
(iii) September 24, 1998."
2. The Loan Agreement is hereby amended by deleting the following text
appearing in Section 11-1 of the Loan Agreement:
"If to the Lender: BayBank, N.A.
7 New England Executive Park
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Vice President"
and by substituting therefor the following:
"If to the Lender: BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Vice President"
3. The Borrower hereby ratifies, confirms and reaffirms, all and singular
the terms and conditions of any and all documents, instruments and/or
agreements executed and/or delivered by the Borrower to the Lender in
connection with the loan arrangement evidenced by the Loan Agreement.
4. The Borrower acknowledges, confirms and agrees that it has no offsets,
defenses or counterclaims against the Lender with respect to any of the
Liabilities (as defined in the Loan Agreement) or other obligations due
and owing to the Lender, and to the extent that the Borrower has or had
any such offsets, defenses, or counterclaims, the Borrower hereby
specifically WAIVES and RELEASES any and all rights to such offsets,
defenses and counterclaims.
-2-
Except as amended hereby, all terms and conditions of the Loan Agreement
shall remain in full force and effect and are hereby ratified and confirmed.
("BORROWER")
SEACHANGE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
---------------------------------
Title: Vice President, Finance &
--------------------------------
Administration, CFO and
--------------------------------
Treasurer
--------------------------------
("LENDER")
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
--------------------------------
