HARMONIC LIGHTWAVES, INC.
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 13, 1996, by and between Harmonic
Lightwaves, Inc. (the "Borrower") whose address is 549 Baltic Way, Sunnyvale, CA 94089, and Silicon Valley
Bank (the "Lender") whose address is 3003 Tasman Drive, Santa Clara, CA 95054.
1. DESCRIPTION OF EXISTING INDEBTEDNESS Among other indebtedness which may be owing by
Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Promissory Note,
dated August 26, 1993, in the original principal amount of One Million and 00/100 Dollars ($1,000,000.00) (the
"Note"). The Note has been modified pursuant to Loan Modification Agreements dated May 15, 1994, August
15, 1994, October 5, 1994 and September 14, 1995, pursuant to which, among other things, the principal
amount of the Note was increased to Five Million and 00/100 Dollars ($5,000,000.00). The Note, together with
other promissory notes from Borrower to Lender, is governed by the terms of a Business Loan Agreement,
dated August 26, 1993, between Borrower and Lender, as such agreement may be amended from time to time
(the "Loan Agreement"). Defined terms used but not otherwise defined herein, shall have the same meanings as in
the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL In connection with the repayment of the Indebtedness, Borrower has
agreed not to further encumber or Pledge any of its assets pursuant to a Negative Pledge Agreement, being
executed concurrently herewith.
Hereinafter, the above-described security documents, together with all other documents securing payment of the
Indebtedness shall be referred to as the "Security Documents." Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing Loan
3. DESCRIPTION OF CHANGE IN