AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT
This Amendment Number Five to Credit Agreement (“ Amendment ”) is entered into as of December 16,
2009, by and among WELLS FARGO FOOTHILL, INC. , a California corporation, as Agent (the “ Agent ”)
for the Lenders set forth in the signature pages hereof (the “ Lenders ”) and the Lenders, on the one hand, and
OCLARO, INC. , a Delaware corporation, formerly known as Bookham, Inc. (“ Parent ”), and each of
Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are
referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally,
as the “ Borrowers ”), on the other hand, with reference to the following facts:
A. Agent, Lenders and Borrowers have previously entered into that certain Credit Agreement, dated as of
August 2, 2006 (as amended, supplemented, amended and restated, or otherwise modified, the “ Agreement ”).
B. Borrowers, Agent and Lenders desire to amend the Agreement as provided for and on the conditions
NOW, THEREFORE, Borrowers, Agent and Lenders hereby amend and supplement the Agreement as
13. DEFINITIONS . All initially capitalized terms used in this Amendment shall have the meanings given to them
in the agreement unless specifically defined herein.
14. AMENDMENTS TO THE AGREEMENT .
(a) Section 6.1 of the Agreement is hereby amended by (i) deleting the word “and” at the end of clause (f),
(ii) deleting the period at the end of clause (g), and (iii) adding a new clauses (h) and (i) after clause (g), which
read as follows:
“(h) Indebtedness in connection with the Xtellus Korea Mortgage; and
“(i) Indebtedness arising under the Merger Agreement owed to the shareholders or option holders of Xtellus
Parent which are shareholders or option holders immediately prior to the Xtellus Merger.”
(b) Section 6.7 of the Agreement is hereby amended by (i) deleting the word “or” at t