PART I FINANCIAL INFORMATION

EX-10.21 3 f93425exv10w21.txt EXHIBIT 10.21 EXHIBIT 10.21 SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: HARMONIC INC. DATE: SEPTEMBER 26, 2003 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank ("Silicon") and the borrower named above ("Borrower"). The Parties agree to amend the Loan and Security Agreement between them, dated March 28, 2003 (as otherwise amended, if at all, the "Loan Agreement"), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.) 1. LC AND FX SUBLIMITS. The portion of Section 1 of the Schedule to the Loan Agreement, which presently reads as follows: "Letter of Credit Sublimit (Section 1.6): $4,500,000, provided that the total Letter of Credit Sublimit and Foreign Exchange Contract Sublimit shall not, at any time, exceed $4,500,000. "Foreign Exchange Contract Sublimit: $4,500,000, provided that the total Letter of Credit Sublimit and the Foreign Exchange Contract Sublimit shall not, at any time, exceed $4,500,000." is amended to read as follows: "Letter of Credit Sublimit (Section 1.6): $10,000,000, provided that the total Letter of Credit Sublimit and Foreign Exchange Contract Sublimit shall not, at any time, exceed $10,000,000. "Foreign Exchange Contract Sublimit: $10,000,000, provided that the total Letter of Credit Sublimit and the Foreign Exchange Contract Sublimit shall not, at any time, exceed $10,000,000." 2. LIMITED WAIVER. Silicon waives compliance by the Borrower with the Maximum Net Loss Financial Covenant set forth in Section 5 of the Schedule to the Loan -1- SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT Agreement for the three month period ending July 25, 2003. This waiver does not constitute a waiver of the Borrower's obligation to meet said covenant at any other date, nor does it constitute a waiver of any other term or provision of the Loan Agreement or any related document, nor an agreement to waive in the future this covenant or any other term or provision of the Loan Agreement or any related document. 3. MODIFICATION TO MAXIMUM NET LOSS COVENANT. The portion of Section 5 of the Schedule to the Loan Agreement, which presently reads as follows: "Maximum Net Loss: Borrower shall not incur a net loss (determined in accordance with GAAP) for any three month period ending as of the end of any fiscal month, in excess of the following amounts:

is amended to read as follows: "Maximum Net Loss: "(1) Borrower shall not incur a net loss (determined in accordance with GAAP) for any three month period ending as of the end of any fiscal month, in excess of the following amounts:

-2- SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT ~~Fiscal months ending July 25, 2003 and $8,000,000 August 22, 2003~~

"(2) Borrower shall not incur a net loss (determined in accordance with GAAP) for any single fiscal month, in excess of the following amounts:
Maximum Net Loss for such Fiscal Month Fiscal Month ------------ ------------ ~~Fiscal month ending September 26, 2003 $4,500,000 Fiscal month ending October 24, 2003 $4,500,000 Fiscal months ending after October 24, $2,500,000 2003~~
"(3) Borrower shall not incur a net loss (determined in accordance with GAAP) for any fiscal quarter, in excess of the following amounts:
Maximum Net Loss for such Fiscal Quarter Fiscal Quarter -------------- -------------- ~~Fiscal quarter ending September 26, 2003 $10,500,000 Fiscal quarter ending December 31, 2003 $8,500,000 and each fiscal quarter thereafter~~
4. FEE. In consideration for Silicon entering into this Amendment, Borrower shall concurrently pay Silicon a fee in the amount of $5,000, which shall be non-refundable and in addition to all interest and other fees payable to Silicon under the Loan Documents. Silicon is authorized to charge said fee to Borrower's loan account. 5. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct. 6. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Silicon and Borrower, and the other written -3- SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENT documents and agreements between Silicon and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Silicon and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. BORROWER: SILICON: HARMONIC, INC. SILICON VALLEY BANK BY /s/ Anthony J. Ley BY /s/ Arlene Soriano ------------------------------ ------------------------- PRESIDENT OR VICE PRESIDENT TITLE Vice President BY /s/ Robin N. Dickson ------------------------------ SECRETARY OR ASS'T SECRETARY -4-