LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of August 10, 2001 between Harmonic, Inc. ("Borrower")
and Silicon Valley Bank ("Bank").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by
Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Second Amended and
Restated Loan and Security Agreement, dated March 5, 1999, as may be amended from time to time, (the "Loan
Agreement"). The Loan Agreement provided for, among other things, a Revolving Commitment in the original
principal amount of Ten Million Dollars ($10,000,000). 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 Bank shall be referred to as the "Indebtedness."
Hereinafter, all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement
1. Section 6.8 entitled "Quick Ratio" is hereby amended to read as follows:
A ratio of Quick Assets to Current Liabilities of at least .85 to 1.00
2. Section 6.10 entitled "Maximum Loss" is hereby amended to read as follows:
Borrower may suffer losses not to exceed:
$15,000,000 for the fiscal quarter ending September 30, 2001; and $11,500,000 for the fiscal quarter ending
December 31, 2001
B. Waiver of Covenant Default(s).
1. Bank hereby waives Borrower's existing default under the Loan Agreement by virtue of Borrower's failure to
comply with the (i) Quick Ratio and (ii) Maximum Loss covenants as of quarter ended June 30, 2001. Bank's
waiver of Borrower's compliance of these covenants shall apply only to the foregoing period. Accordingly, for the
period ending September 30, 2001, Borrower shall be in compliance with these covenants, as amended herein.
Bank's agreement to waive the above-described default (1) in no way shall be deemed an agreeme