exv10w1



 






Exhibit 10.1




AMENDMENT NO. 3

TO

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     THIS AMENDMENT No. 3 to Second Amended and Restated Loan and Security Agreement (this
“Amendment”) is entered as of the 15th day of March, 2007, 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, and as amended by
that certain Second Amendment to Second Amended and Restated Loan and Security Agreement dated
December 15, 2006 (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, and
make certain other revisions to the Loan Agreement as more fully set forth herein.



     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.     Amendments to Loan Agreement.



             2.1     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 5, 2008.



                        2.2     Section 2.5 (Fees). Section 2.5(a) is amended and restated in its entirety and replaced
with the following:




       (a)       Committed Revolving Line Fee. If, at any time, Borrower fails to maintain
a minimum aggregate amount of $20,000,000 of unrestricted funds on deposit for 10
consecutive Business Days with SVB Asset Management and/or SVB Securities, Borrower shall
pay an additional $20,000 fee for the Committed Revolving Line.



 









 






                   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 enter into this Amendment,
Borrower hereby represents and warrants to Bank as follows:



                        4.1     Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the
date hereof (except to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of Default has occurred and
is continuing;



                        4.2     Borrower has the power and authority to execute and deliver this Amendment and to perform
its obligations under the Loan Agreement, as amended by this Amendment;



                        4.3     The organizational documents of Borrower delivered to Bank on the December 17, 2004 remain
true, accurate and complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;



                        4.4     The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, have been duly
authorized;



                        4.5     The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not
contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or
other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d)
the organizational documents of Borrower;



                        4.6     The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not require any
order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or made; and



                        4.7     This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to or affecting
creditors’ rights.




                   5.     Counterparts. This Amendment may be executed in any number of counterparts and all
of such counterparts taken together shall be deemed to constitute one and the same
instrument.



 









 






                   6.     Effectiveness. This Amendment shall become effective upon the satisfaction of all
the following conditions precedent:



                        6.1     Amendment. Borrower and Bank shall have duly executed and delivered this Amendment to
Bank.



                        6.2     Payment of Bank Expenses. Borrower shall have paid all Bank Expenses (including all
reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment.



                        6.3     Renewal Fee. Borrower shall have paid the renewal fee in the amount of $10,000 for the
Committed Revolving Line.



[Signature page follows.]




 









 








     In Witness Whereof, the parties hereto have caused this Amendment to be duly executed
and delivered as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	BANK	 	BORROWER
	 
	 	 	 	 	 	 	 	 	 	 
	Silicon Valley Bank	 	Harmonic, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	Name:

	 	/s/ Nick Tsiagkas
	 	Name:
	 	/s/ Robin N. Dickson	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Relationship Manager
	 	Title:
	 	Chief Financial Officer	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	March 21, 2007