FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the Amendment), dated as of May 28, 2020 (the First Amendment Effective Date), is among HARMONIC INC. and HARMONIC INTERNATIONAL GmbH, as Borrowers, the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A., as Lender.
Borrowers and Lender have entered into that certain Credit Agreement dated as of December 19, 2019 (as the same may hereafter be amended or otherwise modified, the Agreement). Borrowers and Lender now desire to amend the Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows effective as of the First Amendment Effective Date unless otherwise indicated:
Section 1.1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.
Section 2.1. Section 1.01. The following definition in Section 1.01 of the Agreement is, effective as of the First Amendment Effective Date, hereby amended and restated in its entirety to read as follows:
Convertible Notes means, collectively, (a) the Companys 4.00% Senior Convertible Notes due 2020 pursuant to an indenture (the 2020 Notes Indenture), dated December 14, 2015, by and between the Company and U.S. Bank National Association, as trustee, and (b) the Companys 2.00% Convertible Senior Notes due 2024 pursuant to an indenture (the 2024 Notes Indenture) dated September 13, 2019, by and between the Company and U.S. Bank National Association, as trustee, and (c) any additional series of convertible notes for which or by which the convertible notes referred to in clauses (a) or (b) or this clause (c) are exchanged, replaced or refinanced (each, an existing series of notes), so long as (i) the terms thereof are substantially similar to such existing series of notes (other than pricing and stated maturity dates) as determined in good faith by the Company, (ii) the principal amount thereof does not exceed the principal amount of such existing series of notes, plus any accrued and unpaid interest, any prepayment or exchange premium in connection with such exchange, replacement or refinancing and customary fees and expenses incurred by the Company in connection with such exchange, replacement or refinancing; and (iii) the state maturity date thereof cannot be less than 91 days after the Revolving Credit Maturity Date.