Exhibit 10.10





Exhibit 10.10




AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT




This Amendment Number Seven to Credit Agreement (“Amendment”) is entered into as of
May 13, 2011, by and among WELLS FARGO CAPITAL FINANCE, INC., a California corporation, formerly
known as Wells Fargo Foothill, Inc., 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 “Credit Agreement”).



B. Borrowers, Agent and Lenders desire to amend the Credit Agreement as provided for and on
the conditions herein.



NOW, THEREFORE, Borrowers, Agent and Lenders hereby amend and supplement the Credit Agreement
as follows:



1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the
meanings given to them in the Credit Agreement unless specifically defined herein.



2. AMENDMENTS TO THE CREDIT AGREEMENT.



(a) Sections 2.4(b)(ii)(H) and (I) of the Credit Agreement are hereby amended in its
entirety to reads as follows:




(H) eighth, ratably (i) to pay the principal of all Swing Loans until paid in full,
(ii) to pay the principal of all Advances until paid in full, (iii) to Agent, to be
held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a
Revolver Commitment, as cash collateral in an amount up to 105% of the Letter of
Credit Usage, and (iv) to pay Bank Product Obligations to the Bank Product Providers
based upon amounts then certified by the applicable Bank Product Provider to Agent
(in form and substance satisfactory to Agent) to be due and payable to such Bank
Product Providers,




(I) ninth, to pay any other Obligations, and



(b) Section 2.6(b) of the Credit Agreement is hereby amended in its entirety to reads
as follows:




(b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the
Lenders with a Revolver Commitment, subject to any agreements between Agent and
individual Lenders), a Letter of Credit fee (in addition to the charges, commissions,
fees, and costs set forth in Section 2.12(e)) which shall accrue at a rate
equal to the LIBOR Rate Margin per annum times the Daily Balance of the undrawn
amount of all outstanding Letters of Credit.



(c) Section 2.7 of the Credit Agreement is hereby amended in its entirety to reads as
follows:




2.7 Cash Management.




(a) Parent shall and shall cause each Obligor to (i) establish and maintain cash
management services of a type and on terms reasonably satisfactory to Agent at one or
more of the banks set forth on Schedule 2.7(a) (each a “Cash Management
Bank”), and shall take steps to ensure that all
of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by
them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited
promptly, and in any event no later than the first Business Day after the date of
receipt thereof, all of their Collections (including those sent directly by their
Account Debtors to an Obligor) into a bank account of such Obligor (each, a “Cash
Management Account”) at one of the Cash Management Banks.



Confidential treatment is being requested for portions of this document.
This copy of the document filed as an exhibit omits the confidential
information subject to the confidentiality request. Omissions are designated by the symbol [***].
A complete version of this document has been filed separately with the Securities and Exchange Commission.


 


 









 






(b) Each Cash Management Bank shall establish and maintain Cash Management Agreements
with Agent and the applicable Obligor, in form and substance reasonably acceptable to
Agent. Each such Cash Management Agreement shall provide, among other things, that
(a) the Cash Management Bank will comply with any instructions originated by Agent
directing the disposition of the funds in such Cash Management without further
consent by the applicable Obligor, (b) the Cash Management Bank has no rights of
setoff or recoupment or any other claim against the applicable Cash Management
Account other than for payment of its service fees and other charges directly related
to the administration of such Cash Management Account and for returned checks or
other items of payment, and (c) upon the instruction of the Agent (an “Activation
Instruction”), the Cash Management Bank will forward by daily sweep all amounts
in the applicable Cash Management Account to the Agent’s Account. Agent agrees not
to issue an Activation Instruction with respect to the Cash Management Accounts
unless a Triggering Event has occurred and is continuing at the time such Activation
Instruction is issued. Agent agrees to use commercially reasonable efforts to
promptly rescind an Activation Instruction (the “Rescission”) if: (x) the
Triggering Event upon which such Activation Instruction was issued has been waived in
writing in accordance with the terms of this Agreement, and (y) no additional
Triggering Event has occurred and is continuing prior to the date of the Rescission.




(c) So long as no Default or Event of Default has occurred and is continuing,
Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank
or Cash Management Account; provided, however, that (i) such
prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii)
prior to the time of the opening of such Cash Management Account, the applicable
Obligor and such prospective Cash Management Bank shall have executed and delivered
to Agent a Cash Management Agreement, in form and substance reasonably acceptable to
Agent. Parent shall and shall cause each Obligor to close any of its Cash Management
Accounts (and establish replacement Cash Management Account accounts in accordance
with the foregoing sentence) as promptly as practicable and in any event within 60
days of notice from Agent that the operating performance, funds transfer, or
availability procedures or performance of the Cash Management Account Bank with
respect to Cash Management Accounts or Agent’s liability under any Cash Management
Agreement with such Cash Management Bank is no longer acceptable in Agent’s
reasonable judgment; and




(d) Each Cash Management Account shall be a cash collateral account subject to a
Control Agreement.



(d) Section 6.16(b) of the Credit Agreement is hereby amended in its entirety to reads
as follows:




(b) [Reserved]



(e) The following definitions in Schedule 1.1 of the Agreement are hereby amended to
read as follows:




“Base Rate” means, the greatest of: (i) the LIBOR Rate for a
90 day Interest Period as determined on the date of determination,
plus 1.0%, and (ii) the rate of interest announced, from time to
time, within Wells Fargo at its principal office in San Francisco as
its “prime rate”, with the understanding that the “prime rate” is one
of Wells Fargo’s base rates (not necessarily the lowest of such
rates) and serves as the basis upon which effective rates of interest
are calculated for those
loans making reference thereto and is evidenced by the recording
thereof after its announcement in such internal publications as Wells
Fargo may designate.



Confidential treatment is being requested for portions of this document.
This copy of the document filed as an exhibit omits the confidential
information subject to the confidentiality request. Omissions are designated by the symbol [***].
A complete version of this document has been filed separately with the Securities and Exchange Commission.


 


 









 






“Base Rate Margin” means 1.75 percentage points.




“Lender Group Expenses” means, subject to the terms and
provisions of the Fee Letter, all (a) costs or expenses (including
taxes, and insurance premiums) required to be paid by Parent or any
of its Subsidiaries under any of the Loan Documents that are paid,
advanced, or incurred by the Lender Group, (b) fees or charges paid
or incurred by Agent in connection with the Lender Group’s
transactions with Parent or its Subsidiaries, including, fees or
charges for photocopying, notarization, couriers and messengers,
telecommunication, public record searches (including tax lien,
litigation, and UCC searches and including searches with the patent
and trademark office, the copyright office, or the department of
motor vehicles), filing, recording, publication, appraisal (including
periodic collateral appraisals or business valuations), real estate
surveys, real estate title policies and endorsements, and
environmental audits, (c) costs and expenses incurred by Agent in the
disbursement of funds to Borrowers or other members of the Lender
Group (by wire transfer or otherwise), (d) charges paid or incurred
by Agent resulting from the dishonor of checks, (e) reasonable costs
and expenses paid or incurred by the Lender Group to correct any
default or enforce any provision of the Loan Documents, or after the
occurrence of any Default or Event of Default in gaining possession
of, maintaining, handling, preserving, storing, shipping, selling,
preparing for sale, or advertising to sell the Collateral, or any
portion thereof, irrespective of whether a sale is consummated, (f)
audit fees and expenses of Agent related to any inspections or audits
to the extent of the fees and charges (and up to the amount of any
limitation) contained in the Agreement or the Fee Letter, (g)
reasonable costs and expenses of third party claims or any other suit
paid or incurred by the Lender Group in enforcing or defending the
Loan Documents or third party claims or any other suit in connection
with the transactions contemplated by the Loan Documents or the
Lender Group’s relationship with Parent or any Subsidiary of Parent,
(h) Agent’s reasonable costs and expenses (including attorneys fees)
incurred in advising, structuring, drafting, reviewing,
administering, syndicating, or amending the Loan Documents, (i)
Agent’s and each Lender’s reasonable costs and expenses (including
attorneys, accountants, consultants, and other advisors fees and
expenses) incurred in terminating, enforcing (including attorneys,
accountants, consultants, and other advisors fees and expenses
incurred in connection with a “workout,” a “restructuring,” or an
Insolvency Proceeding concerning Parent or any Subsidiary of Parent
or in exercising rights or remedies under the Loan Documents), or
defending the Loan Documents, irrespective of whether suit is
brought, or in taking any Remedial Action concerning the Collateral,
and (j) customary and standard usage charges, charges, fees, costs
and expenses for amendments, renewals, extensions, transfers, or
drawings from time to time imposed by Underlying Issuer or incurred
by the Issuing Lender in respect of Letters of Credit and
out-of-pocket charges, fees, costs and expenses paid or incurred by
the Underlying Issuer or Issuing Lender in connection with the
issuance, amendment, renewal, extension, or transfer of, or drawing
under, any Letter of Credit or any demand for payment thereunder.




“LIBOR Rate” means, for each Interest Period for each LIBOR
Rate Loan, the rate per annum determined by Agent by dividing (a) the
Base LIBOR Rate for such Interest Period, by (b) 100% minus the
Reserve Percentage. The LIBOR Rate shall be adjusted on and as of
the effective day of any change in the Reserve Percentage.




“LIBOR Rate Margin” means 2.75 percentage points.



Confidential treatment is being requested for portions of this document.
This copy of the document filed as an exhibit omits the confidential
information subject to the confidentiality request. Omissions are designated by the symbol [***].
A complete version of this document has been filed separately with the Securities and Exchange Commission.


 


 









 






(f) The following definitions are hereby added to Schedule 1.1 of the Agreement:




“Minimum Liquidity Amount” means $30,000,000.




“Triggering Event” means, as of any date of determination, that (a) an Event
of Default has occurred and is continuing, or (b) the sum of Excess Availability and
Qualified Cash on the last day of any calendar month (and based upon an average of
the weekly Excess Availability and weekly Qualified Cash amouts for weeks ending
during such month, which amounts will be based upon availability and cash balance
reports delivered to Agent in accordance with the terms of this Agreement) is less
than the Minimum Liquidity Amount.



(g) Schedule 5.2 to the Agreement is hereby deleted and replaced with Schedule 5.2 attached
hereto.



3. [***]




4. REPRESENTATIONS AND WARRANTIES. Parent and each Borrower hereby affirms to Agent and
Lenders that, after giving effect to the consents and waivers herein, all of such its
representations and warranties set forth in the Credit Agreement are true, complete and accurate in
all respects as of the date hereof.



5. NO DEFAULTS. Parent and Borrowers hereby affirm to the Lender Group that no Event of
Default has occurred and is continuing as of the date hereof.



6. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon
receipt by Agent of a fully executed copy of this Amendment.



7. COSTS AND EXPENSES. Borrowers shall pay to Agent all of Agent’s out-of-pocket costs and
reasonable expenses (including, without limitation, the fees and expenses of its counsel, which
counsel 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 the
preparation, execution, and delivery of this Amendment and all related documents.



8. LIMITED EFFECT. In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Credit Agreement, the terms and provisions of this
Amendment shall govern. In all other respects, the Credit Agreement, as amended and supplemented
hereby, shall remain in full force and effect.



9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original. All such counterparts, taken together, shall
constitute but one and the same Amendment. This Amendment shall become effective upon the
execution of a counterpart of this Amendment by each of the parties hereto.



[Signatures on next page]




Confidential treatment is being requested for portions of this document.
This copy of the document filed as an exhibit omits the confidential
information subject to the confidentiality request. Omissions are designated by the symbol [***].
A complete version of this document has been filed separately with the Securities and Exchange Commission.


 


 









 





IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set
forth above.



	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, INC.,

a California corporation, as Agent and a Lender

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 
	 	OCLARO, INC.,

a Delaware corporation, as Parent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OCLARO TECHNOLOGY LIMITED,

a limited liability company incorporated under the laws of
England and Wales, as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OCLARO PHOTONICS, INC.,

a Delaware corporation, as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OCLARO TECHNOLOGY, INC.,

a Delaware corporation, as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Confidential treatment is being requested for portions of this document.
This copy of the document filed as an exhibit omits the confidential
information subject to the confidentiality request. Omissions are designated by the symbol [***].
A complete version of this document has been filed separately with the Securities and Exchange Commission.




 


 











 




Schedule 5.2




Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the
documents set forth below at the following times in form satisfactory to Agent:



	 	 	 
	Weekly

	 	(a) notice of all claims, offsets,
or disputes asserted by Account
Debtors with respect to Parent’s and
its Subsidiaries’ Accounts, and


(b) copies of invoices together with
corresponding shipping and delivery
documents, and credit memos together
with corresponding supporting
documentation, with respect to
invoices and credit memos in excess
of an amount determined in the sole
discretion of Agent, from time to
time.
	 
	 	 
	Weekly (after the occurrence of a
Triggering Event)

	 	(c) an Account roll-forward with
supporting details supplied from
sales journals, collection journals,
credit registers and any other
records, and


(d) a detailed report regarding
Parent’s and its Subsidiaries’ cash
and Cash Equivalents, including an
indication of which amounts
constitute Qualified Cash.
	 
	 	 
	Monthly (no later than the 10th day
of each month)

	 	(e) unless delivered pursuant to
clause (c) above, an Account
roll-forward with supporting details
supplied from sales journals,
collection journals, credit
registers and any other records,


(f) unless delivered pursuant to
clause (d) above, a detailed report
regarding Parent’s and its
Subsidiaries’ cash and Cash
Equivalents, including an indication
of which amounts constitute
Qualified Cash,


(g) a Borrowing Base Certificate,
together with a detailed calculation
of Borrowers’ average Excess
Availability for the month most
recently ended,


(h) a detailed aging, by total, of
Parent’s and its Subsidiaries’
Accounts, together with a
reconciliation and supporting
documentation for any reconciling
items noted (delivered
electronically in an acceptable
format, if Borrowers have
implemented electronic reporting),


(i) a detailed calculation of those
Accounts that are not eligible for
the Borrowing Base, if Borrowers
have not implemented electronic
reporting,


(j) a summary aging, by vendor, of
Active Obligors’ accounts payable
and any book overdrafts (delivered
electronically in an acceptable
format, if Borrowers have
implemented electronic reporting)
and an aging, by vendor, of any held
checks, and


(k) a monthly Account roll-forward,
in a format acceptable to Agent in
its discretion, tied to the
beginning and ending account
receivable balances of Borrowers’
general ledgers.
	 
	 	 
	Monthly (no later than the 30th day
of each month)

	 	(l) a reconciliation of Accounts and
trade accounts payable of Obligors’
general ledger accounts to their
monthly financial statements
including any book reserves related
to each category, and


(m) a report regarding Parent’s and
its Subsidiaries’ accrued, but
unpaid, ad valorem taxes.
	 
	 	 
	Quarterly

	 	(n) a detailed report regarding
Parent’s and its Subsidiaries’
Permitted Dispositions including a
detailed list of the assets sold or
disposed of since the Closing Date
and the consideration received in
connection therewith.
	 
	 	 
	Annually

	 	(o) a detailed list of Active
Obligors’ customers, including
contract expiration dates, together
with address and contact
information.
	 
	 	 
	Upon request by Agent

	 	(p) such other reports as to the
Collateral or the financial
condition of Parent and its
Subsidiaries, as Agent may
reasonably request.







 


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