Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Credit Agreement
On November 10, 2020, Harmonic Inc. (the "Company") entered into a third
amendment ("Amendment No. 3") to that certain Credit Agreement, dated December
19, 2019, by and among the Company and Harmonic International GmbH, as
co-borrowers, certain subsidiaries of the Company from time to time party
thereto, as guarantors, and JPMorgan Chase Bank, N.A., as lender (the "Credit
Facility"). Amendment No. 3 amends the Credit Facility to permit the Company to
consummate the Commercial Transactions (as defined below).
The description of Amendment No. 3 is qualified in its entirety by reference to
the text of Amendment No. 3, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Draft Purchase Agreement
On November 10, 2020, the Company entered into a commercial agreement (the
"Commercial Agreement") with SES 5G Satellite Customer Services LLC and SES S.A.
("SES"). Under the terms of the Commercial Agreement, a payment due by SES to
the Company may be evidenced by a negotiable draft (each, a "Draft") delivered
by SES to the Company.
In connection with the Commercial Agreement, on November 10, 2020, the Company
further entered into a Draft Purchase Agreement (the "Purchase Agreement" and,
together with the Commercial Agreement, the "Commercial Transactions") with
Commerzbank AG, Luxembourg Branch (the "Purchaser"), pursuant to which the
Company may sell to the Purchaser certain of the Drafts delivered by SES in an
aggregate amount of up to $65 million.
The description of the Purchase Agreement is qualified in its entirety by
reference to the text of the Purchase Agreement, which is attached as Exhibit
10.2 this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number Description
10.1 Third Amendment to Credit Agreement, dated as of November 10, 2020, by and
among Harmonic Inc., Harmonic International GmbH and JPMorgan Chase Bank,
N.A .
10.2 Draft Purchase Agreement, dated as of November 10, 2020, by and between
Harmonic Inc. and Commerzbank AG, Luxembourg Branch
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