RESTATED NON-RECOURSE RECEIVABLES PURCHASE
This Restated Non-Recourse Receivables Purchase Modification Agreement is entered into as of December 14,
2001, by and between Harmonic Inc. (the "Seller") and Silicon Valley Bank ("Buyer").
1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other amounts which may be owing by Seller to
Buyer, Seller is indebted to Buyer pursuant to, among other documents, a Restated Non-Recourse Receivables
Purchase Agreement, dated September 25, 2001, by and between Seller and Buyer, as may be amended from
time to time, (the "Non-Recourse Receivables Purchase Agreement"). Capitalized terms used without definition
herein shall have the meanings assigned to them in the Non-Recourse Receivables Purchase Agreement.
Hereinafter, all obligations owing by Seller to Buyer shall be referred to as the "Obligations" and the Non-
Recourse Receivables Purchase Agreement and any and all other documents executed by Seller in favor of Buyer
shall be referred to as the "Existing Documents."
2. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Non-Recourse Receivables Purchase Agreement:
The second paragraph under Section 2.1 entitled "Sales and Purchase" is hereby amended to read as follows:
Each purchase and sale is at Buyer and Seller's discretion. Buyer will not (i) pay Seller an aggregate outstanding
amount exceeding $12,500,000.00 or (ii) buy any Purchased Receivable after April 1, 2003 (the "Maturity
Date"). Each purchase and sale will be on an assignment form acceptable to Buyer.
3. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to
reflect the changes described above.
4. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no defenses against the obligations to
pay any amounts under the Obligations.
5. PAYMENT OF LOAN FEE. Seller shall pay to Buyer a fee in the amount of Two Thousand Five Hundred
and 00/100 Dollars ($2,500.00) (the "Loan Fee") plus all out-of-pocket expense