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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