exv10w1



 





Exhibit
10.1




AMENDMENT NO. 2



TO



SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     THIS AMENDMENT NO. 2 to Second Amended and Restated Loan and Security Agreement (this
“Amendment”) is entered into this 15th day of December, 2006, by and between Silicon Valley Bank
(“Bank”) and Harmonic, Inc. a Delaware corporation (“Borrower”) whose address is 549 Baltic Way,
Sunnyvale, California 94089.



Recitals




     A. Bank and Borrower have entered into that certain Second Amended and Restated Loan and
Security Agreement dated as of December 17, 2004 (as amended by that certain First Amendment dated
December 16, 2005, and as the same may from time to time be further amended, modified, supplemented
or restated, the “Loan Agreement”).



     B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.



     C. Borrower has requested that Bank amend the Loan Agreement to extend the maturity date, and
make certain other revisions to the Loan Agreement as more fully set forth herein.



     D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the
extent, in accordance with the terms, subject to the conditions and in reliance upon the
representations and warranties set forth below.



Agreement




     Now, Therefore, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:




     1. Definitions. Capitalized terms used but not defined in this Amendment shall have
the meanings given to them in the Loan Agreement.




     2. Amendments to Loan Agreement.




          2.1 Section 2.2 (Equipment Advances) is amended and restated in its entirety and
replaced with the following:



          (a) Through March 15, 2007 (the “Equipment Availability End Date”), Bank will make advances
(each, an “Equipment Advance” and, collectively, “Equipment Advances”) not exceeding the Committed
Equipment Line. The Equipment Advances may only be used to purchase or refinance Equipment within
90 days of the invoice date, or, in the case of the initial advance, purchased on or after
September 1, 2004.




 









 









          2.2 Section 13 (Definitions). The following term and its definition set forth in
Section 13.1 is amended in its entirety and replaced with the following:




     “Maturity Date” is March 15, 2007.



     3. Limitation of Amendments.




          3.1 The amendments set forth in Section 2, above, are effective for the purposes set
forth herein and shall be limited precisely as written and shall not be deemed to (a) be a
consent to any amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may
have in the future under or in connection with any Loan Document.




          3.2 This Amendment shall be construed in connection with and as part of the Loan
Documents and all terms, conditions, representations, warranties, covenants and agreements
set forth in the Loan Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.




     4. Representations and Warranties. To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as follows:




          4.1 Immediately after giving effect to this Amendment (a) the representations and
warranties contained in the Loan Documents are true, accurate and complete in all material
respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and
(b) no Event of Default has occurred and is continuing;




          4.2 Borrower has the power and authority to execute and deliver this Amendment and to
perform its obligations under the Loan Agreement, as amended by this Amendment;




          4.3 The organizational documents of Borrower delivered to Bank on the December 17,
2004 remain true, accurate and complete and have not been amended, supplemented or restated
and are and continue to be in full force and effect;




          4.4 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have
been duly authorized;




          4.5 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan



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Agreement, as amended by this Amendment, do not
and will not contravene
(a) any law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or decree of any
court or other governmental or public body or authority, or subdivision thereof, binding on
Borrower, or (d) the organizational documents of Borrower;




          4.6 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not
require any order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by any governmental or public body or
authority, or subdivision thereof, binding on either Borrower, except as already has been
obtained or made; and




          4.7 This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable
principles relating to or affecting creditors’ rights.




     5. Counterparts. This Amendment may be executed in any number of counterparts and all
of such counterparts taken together shall be deemed to constitute one and the same
instrument.




     6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution
and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of
a loan fee in respect of the Committed Revolving Line in the amount of $5,000, and in
respect of the Committed Equipment Line in the amount of $835.80.



[Signature page follows.]




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     In Witness Whereof, the parties hereto have caused this Amendment to be duly executed
and delivered as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	BANK	 	 	 	BORROWER
	 
	 	 	 	 	 	 	 	 	 	 
	Silicon Valley Bank	 	 	 	Harmonic, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Nick Tsiagkas
	 	 	 	By:
	 	/s/ Robin N. Dickson	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Nick Tsiagkas
	 	 	 	Name:	 	Robin N. Dickson
 	 	 
	Title:

	 	Relationship Manager
	 	 	 	Title:
	 	C.F.O.	 	 







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