AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.37

AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

      THIS AMENDMENT NO. 5 to Second Amended and Restated Loan and Security Agreement (this “ Amendment ”) is entered as of the 4th day of March, 2009, by and between Silicon Valley Bank (“ Bank ”) and Harmonic, Inc., a Delaware corporation (“ Borrower ”) whose address is 549 Baltic Way, Sunnyvale, California 94089.

Recitals

      A.  Bank and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of December 17, 2004, as amended by that certain First Amendment to Second Amended and Restated Loan and Security Agreement dated December 16, 2005, that certain Amendment No. 2 to Second Amended and Restated Loan and Security Agreement dated December 15, 2006, that certain Amendment No. 3 to Second Amended and Restated Loan and Security Agreement dated March 15, 2007 and as amended by that certain Amendment No. 4 to Second Amended and Restated Loan and Security Agreement dated March 12, 2008 (as may be further amended, modified, supplemented or restated, the “ Loan Agreement ”).

      B.  Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

      C.  Borrower has requested that Bank amend the Loan Agreement to extend the maturity date.

      D.  Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

      Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

           1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

           2. Amendment to Loan Agreement .

                2.1 Section 6.2 ( Financial Statements, Reports, Certificates ). Section 6.2(b) is amended and restated in its entirety and replaced with the following:

           (b) Borrower will deliver to Bank a Compliance Certificate with the quarterly financial statements within 45 days after the last day of each of the first three

fiscal quarters and a Compliance Certificate upon the earlier of delivery of the report on Form 10-K or 120 days after the last day of the fourth quarter of the fiscal year.

                2.2 Section 13 ( Definitions ). The following term and its definition set forth in Section 13.1 is amended in its entirety and replaced with the following:

          “ Maturity Date ” is March 3, 2010.

                2.3 Exhibit C . Exhibit C to the Loan Agreement is replaced in its entirety by Exhibit A hereto.

           3. Limitation of Amendments.

                3.1 The amendments set forth in Section 2 , above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

                3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

           4. Representations and Warranties. To induce Bank to e