(d) Schedule 1.1 of the Credit Agreement is hereby amended by adding the followingdefinitions in the appropriate alphabetical order:     (i) “Mintera” means Mintera Corporation, a Delaware corporation.     (ii) “Mintera Merger Agreement” means that certain Agreement of Mergerdated as of July 20, 2010, by and among Parent, Nikko Acquisition Corp., a Delawarecorporation, and Mintera.24. **CONSENT TO MERGER**.     (a) Parent has informed Agent that: (i) Parent has previously formed Nikko Acquisition Corp.,a Delaware corporation (“Merger Sub”); and (ii) Parent, Merger Sub, and Mintera, Inc., aDelaware corporation (“Mintera”), have entered into that certain Agreement of Merger datedas of July 20, 2010 (the “Mintera Merger Agreement”), pursuant to which Merger Sub will bemerged with and into Mintera with Mintera as the surviving entity and a wholly owned subsidiary ofParent (the “Mintera Merger”).     (b) Pursuant to the terms of the Credit Agreement, at the time any Obligor forms any direct orindirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, suchObligor shall (i) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and theSecurity Agreement, together with such other security documents (including Mortgages with respectto any Real Property of such new Subsidiary), as well as appropriate financing statements (and withrespect to all property subject to a Mortgage, fixture filings), all in form and substancesatisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject toPermitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (ii) provide toAgent a pledge agreement and appropriate certificates and powers or financing statements,hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in formand substance satisfactory to Agent, and (iii) provide to Agent all other documentation, includingone or more opinions of counsel satisfactory to Agent, which in Agent’s opinion is appropriate withrespect to the execution and delivery of the applicable documentation referred to above (includingpolicies of title insurance or other documentation with respect to all property subject to aMortgage) (such covenants, collectively, the “New Subsidiary Covenants”). Therefore,Parent should comply with New Subsidiary Covenants with respect to Mintera.     (c) Pending the consummation of the Mintera Merger, Parent has requested that the Lender Groupconsent to the Mintera Merger and provide a limited extension for the compliance period withrespect to the New Subsidiary Covenants for Mintera.     (d) Notwithstanding any term or provision of the Credit Agreement to the contrary, including,without limitation, Section 5.16, the Lender Group hereby waives Parent’s compliance withthe New Subsidiary Covenants (except as provided in clause (f) below), so long as the MinteraMerger is consummated on or before July 20, 2010 (the “Consummation Deadline”);provided, that in the event the Mintera Merger is not consummated by the ConsummationDeadline, such waiver shall continue to be effective so long as Parent and Borrowers perform andcause Mintera to perform each of the New Subsidiary Covenants within 15 days of the ConsummationDeadline.     (e) In addition to the foregoing, notwithstanding any term or provision of the CreditAgreement to the contrary, including, without limitation, Section 6.1, the Lender Grouphereby consents to the Mintera Merger and agrees that the Mintera Merger shall not cause an Eventof Default, subject to the satisfaction (or waiver) of each of the following conditions precedentand affirmative and negative covenants:          (i) The Mintera Merger shall be subject to terms and conditions materially consistent (asdetermined by Agent, in its reasonable discretion) with the Mintera Merger Agreement;          (ii) The date of consummation of the Mintera Merger (hereafter defined as the “MinteraMerger Date”) must occur on or before the Consummation Deadline;          (iii) No Default or Event of Default shall have occurred and be continuing or would resultimmediately after giving effect to the Mintera Merger;
 

 
          (iv) On or before the Mintera Merger Date, Agent shall have completed its legal due diligencewith respect to the Mintera Merger and Mintera, including (1) receipt and review of consolidatedand consolidating quarterly projections for Parent and its Subsidiaries for the 12-month periodfollowing the Mintera Merger Date which projections shall take into consideration the effects ofthe Mintera Merger and addition of Mintera as a Subsidiary, with the results of such review to besatisfactory to Agent, (2) review of Parent’s and its Subsidiaries’ corporate structure (takinginto consideration the effects of the Mintera Merger and creation of Mintera) and capital structure(taking into consideration the effects of the Mintera Merger and creation of Mintera), with theresults of such review to be satisfactory to Agent, (3) receipt and review of the final executedversion of the Mintera Merger Agreement (and related documents) and the pro forma consolidated andconsolidating financial statements of Parent’s and its Subsidiaries’ business (taking intoconsideration the effects of the Mintera Merger and addition of Mintera as a Subsidiary), in formand substance satisfactory to Agent with the results of such review to be satisfactory to Agent,and (4) receipt of UCC, tax lien, litigation and intellectual property searches (including foreignsearches, as applicable) with respect to Mintera, the results of which shall be satisfactory toAgent;          (v) On the Mintera Merger Date, Agent shall have received a certificate (dated as of theMintera Merger Date) on behalf of Parent of an Authorized Person of Parent attaching true andcorrect copies of the Mintera Merger Agreement, with such certificate to certify on behalf ofParent that the attached document is a true and correct copy of such document and that suchdocument remains in full force and effect and no Obligor that is a party thereto is in default inthe performance of, or compliance with, any provisions thereof;          (vi) No Indebtedness (other than Indebtedness permitted under Section 6.1 of theCredit Agreement (after giving effect to the amendments set forth in this Amendment) andobligations, to the extent constituting Indebtedness, described below in clause (e)(vii)) willexist or be incurred as a result of the Mintera Merger, and no Liens that are not permitted underSection 6.2 of the Credit Agreement will exist or be incurred as a result of the MinteraMerger;          (vii) The aggregate cash consideration paid in connection with the Mintera Merger shall notexceed (i) $12.1 million plus Mintera’s cash on hand with respect to up front payments at closing,plus (ii) $20 million with respect to post closing payments under the Mintera Merger Agreement,which include all earn outs but are exclusive of any amounts paid in stock of Parent. For clarity,the foregoing does not include any payment of fees and expenses to be paid by Parent or any of itsSubsidiaries;          (viii) The failure to satisfy any of the conditions in clause (i) through (vii) above shallrender the foregoing consent to the Mintera Merger ineffective and therefore the consummation ofthe Mintera Merger an Event of Default.     (f) The failure by Obligors to satisfy any of the following conditions or covenants or, ifapplicable, the condition in clause (d) above, within the prescribed time periods shall constitutean Event of Default:          (i) On or before the date that is 15 days after the Mintera Merger Date (the “MinteraDelivery Deadline”), Agent shall have received copies of the Governing Documents of Mintera, asamended, modified, or supplemented as of the date of delivery;          (ii) On or before the Mintera Delivery Deadline, Agent shall have received a certificate ofstatus with respect to Mintera, dated within 15 days of the date of delivery, such certificate tobe issued by the appropriate officer of Mintera’s jurisdiction of organization, which certificateshall indicate that Mintera is in good standing in such jurisdiction;          (iii) On or before the Mintera Delivery Deadline, Agent shall have received a certificate ofstatus with respect to Mintera, dated within 30 days of the date of delivery, such certificates tobe issued by the appropriate officer of the jurisdictions (other than Mintera’s jurisdiction oforganization) in which the failure of Mintera to be duly qualified or licensed would constitute aMaterial Adverse Change, which certificates shall indicate that Mintera is in good standing in suchjurisdictions;          (iv) Within 2 Business Days of the Mintera Merger Date, Borrowers shall deliver to Agent a
 

 
certificate of an Authorized Person of Parent attaching the Certificate of Merger issued bythe Secretary of State of Delaware evidencing the consummation of the Mintera Merger;          (v) On or before the Mintera Delivery Deadline, Agent, for the ratable benefit of the Lenders,shall have a perfected (other than as contemplated by clause (ix) below) first priority Lien overall the Collateral of Mintera, subject only to Permitted Liens;          (vi) On or before the Mintera Delivery Deadline, Parent and Borrowers shall cause Mintera todeliver to Agent’s counsel all documents that would be required following the Mintera Mergerpursuant to the New Subsidiary Covenants, fully executed and in final form, and Parent and Obligorsshall enter into any amendments to the Loan Documents deemed necessary by Agent to take intoaccount the effects of the Mintera Merger and addition of Mintera as a Subsidiary;          (vii) On or before the Mintera Delivery Deadline, Parent and Borrowers shall cause thetermination of the Amended and Restated Loan and Security Agreement dated September 14, 2009, byand between Mintera and Silicon Valley Bank, the Export-Import Bank Loan and Security Agreementdated September 14, 2009, by and between Mintera and Silicon Valley Bank, and the Loan and SecurityAgreement dated as of December 31, 2008, by and between Mintera and Velocity Financial Group, Inc.(as predecessor in interest to Velocity Venture Funding, LLC), and the termination of any securityinterests relating to any of the agreements described in this Section 3(f)(vii), and shall deliverto Agent’s counsel evidence, satisfactory to Agent, of such terminations;          (viii) On or before the date that is 60 days after the Mintera Merger Date, Borrowers shalldeliver to Agent’s counsel updated schedules to the Loan Documents, as applicable;provided, that in no event may any schedule be updated in a manner that would reflect orevidence a Default or an Event of Default; providedfurther, that pending suchdirect update of the schedules to the Loan Documents, such schedules shall be deemed to be amendedto include and reflect (i) the information about Mintera as reflected in the disclosures attachedto the Mintera Merger Agreement, so long as none of the information reflected in such disclosuresis determined by Agent to be adverse to the interests of the Lenders, and (ii) the basic corporateinformation regarding Mintera;          (ix) Within 60 days of the Mintera Merger Date, at Agent’s request, Borrowers shall use theircommercially reasonable best efforts to deliver to Agent a Collateral Access Agreement with respectto (1) 35 and 43 Nagog Park, Acton, MA 01720, and (2) any other facilities located within theUnited States where Mintera’s assets therein are valued at more than: (y) $250,000 in the aggregatefor all such facilities or (z) $100,000 with respect to any individual facility; and          (x) Within 60 days of the Mintera Merger Date, with respect to each Deposit Account andSecurities Account maintained in the United States and owned by Mintera, Borrowers shall either (i)deliver to Agent Cash Management Agreements and Control Agreements with respect to the relevantDeposit Account or Securities Account, each in form and substance satisfactory to Agent, or (ii)cause the relevant Deposit Account and Securities Account to be closed and provide Agentsatisfactory written evidence of such closure, it being understood that during the periodcommencing on the Mintera Merger Date and ending on the Mintera Delivery Deadline andnotwithstanding Section 6.12, Mintera may maintain balances in such Deposit Accounts andSecurities Accounts.     (g) The consent set forth herein shall be limited precisely as written and shall not be deemedto be (1) an amendment, waiver or modification of any other term or condition of the CreditAgreement, or (2) prejudice any right or remedy which the Lender Group may now or in the futurehave under or in connection with the Credit Agreement.25. **CONSENT TO NAME CHANGE OF XTELLUS INC**. Parent has advised Agent that Xtellus Inc.changed its name to Oclaro (New Jersey), Inc., in February 2010 (the “Name Change”).Notwithstanding any term or provision of the Credit Agreement to the contrary, including, withoutlimitation, Section 6.5, the Lender Group hereby consents to the Name Change and waives anyEvent of Default that occurred because of the Name Change (such Event(s) of Default, the “NameChange Defaults”). This waiver of the Name Change Defaults shall be effective only in thisspecific instance and for the specific purpose for which it is given, and shall not entitle Parentor Borrowers to any other or further waiver in any similar or other circumstances.
 

 
26. **REPRESENTATIONS AND WARRANTIES**. Parent and each Borrower hereby affirms to Agent andLenders that, after giving effect to the consents and waivers herein, all of such itsrepresentations and warranties set forth in the Credit Agreement are true, complete and accurate inall respects as of the date hereof.27. **NO DEFAULTS**. Parent and Borrowers hereby affirm to the Lender Group that no Event ofDefault has occurred and is continuing as of the date hereof.28. **CONDITION PRECEDENT**. The effectiveness of this Amendment is expressly conditioned uponreceipt by Agent of the following: (i) completed reference checks (including compliance withSection 326 of the US Patriot Act) with respect to Mintera, the results of which are satisfactoryto Agent in its sole discretion, and (ii) a fully executed copy of this Amendment.29. **COSTS AND EXPENSES**. Borrowers shall pay to Agent all of Agent’s out-of-pocket costsand reasonable expenses (including, without limitation, the fees and expenses of its counsel, whichcounsel may include any local counsel deemed necessary, search fees, filing and recording fees,documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with thepreparation, execution, and delivery of this Amendment and all related documents.30. **LIMITED EFFECT**. In the event of a conflict between the terms and provisions of thisAmendment and the terms and provisions of the Credit Agreement, the terms and provisions of thisAmendment shall govern. In all other respects, the Credit Agreement, as amended and supplementedhereby, shall remain in full force and effect.31. **COUNTERPARTS; EFFECTIVENESS**. This Amendment may be executed in any number ofcounterparts and by different parties on separate counterparts, each of which when so executed anddelivered shall be deemed to be an original. All such counterparts, taken together, shallconstitute but one and the same Amendment. This Amendment shall become effective upon theexecution of a counterpart of this Amendment by each of the parties hereto.[Signatures on next page]
 

 
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first setforth above.      **WELLS FARGO CAPITAL FINANCE, INC.,**