EXHIBIT 10.21
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: HARMONIC INC.
DATE: SEPTEMBER 26, 2003
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between
them, dated March 28, 2003 (as otherwise amended, if at all, the "Loan
Agreement"), as follows, effective as of the date hereof. (Capitalized terms
used but not defined in this Amendment, shall have the meanings set forth in the
Loan Agreement.)
1. LC AND FX SUBLIMITS. The portion of Section 1 of the Schedule to the
Loan Agreement, which presently reads as follows:
"Letter of Credit
Sublimit
(Section 1.6): $4,500,000, provided that the
total Letter of Credit Sublimit and
Foreign Exchange Contract Sublimit shall
not, at any time, exceed $4,500,000.
"Foreign Exchange
Contract Sublimit: $4,500,000, provided that the total
Letter of Credit Sublimit and the
Foreign Exchange Contract Sublimit shall
not, at any time, exceed $4,500,000."
is amended to read as follows:
"Letter of Credit
Sublimit
(Section 1.6): $10,000,000, provided that the
total Letter of Credit Sublimit and
Foreign Exchange Contract Sublimit shall
not, at any time, exceed $10,000,000.
"Foreign Exchange
Contract Sublimit: $10,000,000, provided that the total
Letter of Credit Sublimit and the
Foreign Exchange Contract Sublimit shall
not, at any time, exceed $10,000,000."
2. LIMITED WAIVER. Silicon waives compliance by the Borrower with the Maximum
Net Loss Financial Covenant set forth in Section 5 of the Schedule to the Loan
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
Agreement for the three month period ending July 25, 2003. This waiver does not
constitute a waiver of the Borrower's obligation to meet said covenant at any
other date, nor does it constitute a waiver of any other term or provision of
the Loan Agreement or any related document, nor an agreement to waive in the
future this covenant or any other term or provision of the Loan Agreement or any
related document.
3. MODIFICATION TO MAXIMUM NET LOSS COVENANT. The portion of Section 5
of the Schedule to the Loan Agreement, which presently reads as follows:
"Maximum Net Loss: Borrower shall not incur a net loss (determined in
accordance with GAAP) for any three month period ending as of the end
of any fiscal month, in excess of the following amounts:
Three months ending as of the end of each Maximum Net Loss for such
of the following fiscal months: three-month period
------------------------------- ------------------
Fiscal month ending March 28, 2003 $16,000,000
Fiscal months ending April 25, 2003, May $13,000,000
23, 2003 and June 27, 2003
Fiscal months ending July 25, 2003 and $ 8,000,000
thereafter
is amended to read as follows:
"Maximum Net Loss:
"(1) Borrower shall not incur a net loss (determined in
accordance with GAAP) for any three month period ending as of
the end of any fiscal month, in excess of the following
amounts:
Three months ending as of the end of each Maximum Net Loss for such
of the following fiscal months: three-month period
------------------------------- ------------------
Fiscal month ending March 28, 2003 $16,000,000
Fiscal months ending April 25, 2003, May $13,000,000
23, 2003 and June 27, 2003
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
Fiscal months ending July 25, 2003 and $8,000,000
August 22, 2003
"(2) Borrower shall not incur a net loss (determined in
accordance with GAAP) for any single fiscal month, in excess
of the following amounts:
Maximum Net Loss for such
Fiscal Month Fiscal Month
------------ ------------
Fiscal month ending September 26, 2003 $4,500,000
Fiscal month ending October 24, 2003 $4,500,000
Fiscal months ending after October 24, $2,500,000
2003
"(3) Borrower shall not incur a net loss (determined in
accordance with GAAP) for any fiscal quarter, in excess of the
following amounts:
Maximum Net Loss for such
Fiscal Quarter Fiscal Quarter
-------------- --------------
Fiscal quarter ending September 26, 2003 $10,500,000
Fiscal quarter ending December 31, 2003 $8,500,000
and each fiscal quarter thereafter
4. FEE. In consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $5,000, which
shall be non-refundable and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said fee to
Borrower's loan account.
5. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
6. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written
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SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENT
documents and agreements between Silicon and Borrower set forth in full all of
the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, representations, agreements
and understandings between the parties with respect to the subject hereof.
Except as herein expressly amended, all of the terms and provisions of the Loan
Agreement, and all other documents and agreements between Silicon and Borrower
shall continue in full force and effect and the same are hereby ratified and
confirmed.
BORROWER: SILICON:
HARMONIC, INC. SILICON VALLEY BANK
BY /s/ Anthony J. Ley BY /s/ Arlene Soriano
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PRESIDENT OR VICE PRESIDENT TITLE Vice President
BY /s/ Robin N. Dickson
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SECRETARY OR ASS'T SECRETARY
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