Exhibit 10.9
WORKING CAPITAL LINE OF CREDIT
MASTER NOTE BAYBANK, N.A.
_______________________________________________________________________________
Burlington, Massachusetts
Date: September 25, 1996
FOR VALUE RECEIVED, the undersigned, SeaChange International, Inc., a
Delaware corporation with its principal executive offices at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "BORROWER") promises to pay to the order of
BayBank, N.A., a national banking association with offices at 7 New England
Executive Park, Burlington, Massachusetts 01803 (with any subsequent holder, the
"LENDER") the aggregate unpaid principal balance of loans and advances made by
the Lender to the Borrower pursuant to the Working Capital Line of Credit
established pursuant to the Loan and Security Agreement of even date (as such
may be amended hereafter, the "LOAN AGREEMENT") between the Lender and the
Borrower, with interest, at the rate and payable in the manner, stated therein.
This is the "Master Note" to which reference is made in the Loan Agreement,
and is subject to all terms and provisions thereof. The principal of, and
interest on, this Note shall be payable as provided in the Loan Agreement and
shall be subject to acceleration as provided therein.
The Lender's books and records concerning the Lender's loans and advances
pursuant to the Working Capital Line of Credit, the accrual of interest thereon,
and the repayment of such loans and advances, shall be prima facie evidence of
the indebtedness to the Lender hereunder.
No delay or omission by the Lender in exercising or enforcing any of the
Lender's powers, rights, privileges, remedies, or discretions hereunder shall
operate as a waiver thereof on that occasion nor on any other occasion. No
waiver of any default hereunder shall operate as a waiver of any other default
hereunder, nor as a continuing waiver.
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The Borrower, and each endorser and guarantor of this Note, respectively
waives presentment, demand, notice, and protest, and also waives any delay on
the part of the holder hereof. Each assents to any extension or other
indulgence (including, without limitation, the release or substitution of
collateral) permitted by the Lender with respect to this Note and/or any
collateral given to secure this Note or any extension or other indulgence with
respect to any other liability or any collateral given to secure any other
liability of the Borrower or any other person obligated on account of this note.
This Note shall be binding upon the Borrower, and each endorser and
guarantor hereof, and upon their respective heirs, successors, assigns, and
representatives, and shall inure to the benefit of the Lender and its
successors, endorsees, and assigns.
The liabilities of the Borrower, and of any endorser or guarantor of this
Note, are joint and several; provided, however, the release by the Lender of or
any one or more such person, endorser or guarantor shall not release any other
person obligated on account of this Note. Each reference in this Note to the
Borrower, any endorser, and any guarantor, is to such person individually and
also to all such persons jointly. No person obligated on account of this Note
may seek contribution from any other person also obligated unless and until all
liabilities, obligations and indebtedness to the Lender of the person from whom
contribution is sought have been satisfied in full.
The Borrower will pay on demand all attorneys' reasonable fees and
reasonable out-of-pocket expenses incurred by the Lender's attorneys, and all
reasonable costs incurred by the Lender in the administration of the Borrower's
liabilities, obligations, and indebtedness to the Lender, including, without
limitation, reasonable costs and expenses associated with travel on behalf of
the Lender, which costs and expenses are directly or indirectly related to or in
respect of the Lender's: administration and management of such liabilities,
obligations, and indebtedness; negotiation of the form of, and any amendment to,
the within Note; or efforts to preserve, protect, collect, or enforce any
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collateral which secures any such liabilities, obligations, and indebtedness,
and/or the Lender's rights and remedies against the Borrower or against or in
respect of any guarantor or other person liable in respect of the such
liabilities, obligations, and indebtedness (whether or not suit is instituted in
connection with such efforts). Such amounts, if not so paid on demand, may bear
interest at the option of the Lender the highest post-default rate which the
Lender may charge the Borrower hereunder.
The Borrower and each endorser and guarantor hereof each authorizes the
Lender to complete this Note if delivered incomplete in any respect.
Any and all deposits or other sums at any time credited by or due to the
undersigned from the Lender and any cash, securities, instruments or other
property of the undersigned in the possession of the Lender, whether for
safekeeping or otherwise (regardless of the reason the Lender had received the
same) shall at all times constitute security for all Liabilities and for any and
all obligations of the undersigned to the Lender, and may be applied or set off
against the Liabilities and against the obligations of the undersigned to the
Lender including, without limitation, those arising hereunder, at any time,
whether or not such are then due and whether or not other collateral is then
available to the Lender.
This Note shall be governed by the laws of The Commonwealth of
Massachusetts and shall take effect as a sealed instrument.
The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Lender, in the establishment and
maintenance of the Lender's relationship with the Borrower contemplated by the
within Note, is relying thereon. THE BORROWER, TO THE EXTENT ENTITLED THERETO,
WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER, OR OF ANY GUARANTOR OR
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ENDORSER OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT
OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR
CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR
CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE LENDER IS
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JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN
RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH PERSON,
AND THE LENDER.
WITNESS: SEACHANGE INTERNATIONAL, INC.
The ("BORROWER")
/s/ Xxxxxxxx X. Post
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By: /s/Xxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxx, Xx.
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Title: Vice President, Finance and
Administration, Chief Financial Officer
and Treasurer
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