Amendment Number One to the Amended and Restated Credit Agreement



 Exhibit 10.9 
 AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED CREDIT AGREEMENT, 
 DATED
AS OF MARCH 29, 2012, AMONG OCLARO, INC., OCLARO TECHNOLOGY LTD, 
 WELLS FARGO CAPITAL FINANCE, INC. AND OTHER
LENDERS PARTY THERETO. 
 AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT 

This Amendment Number One to Amended and Restated Credit Agreement (“Amendment”) is entered into as of March 29,
2012, by and among WELLS FARGO CAPITAL FINANCE, INC., a California corporation, as administrative agent (the “Agent”) for the lenders (the “Lenders”) identified on the signature pages to the Credit Agreement
(as defined below), and the Lenders, on the one hand, and OCLARO, INC., a Delaware corporation (“Parent”), OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales
(“Borrower”), on the other hand, with reference to the following facts: 
 A. Agent, Lenders, Parent and
Borrowers have previously entered into that certain Amended and Restated Credit Agreement, dated as of July 26, 2011 (as amended, supplemented, amended and restated, or otherwise modified, the “Credit Agreement”). 

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

NOW, THEREFORE, Borrower, Parent, 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) Schedule 1.1 of the Credit Agreement is hereby amended by deleting the definitions of “Triggering Event” therein in
its entirety and replacing it with the following: 
 “Triggering Event” means, as of any date of determination,
that (a) an Event of Default has occurred and is continuing, or (b) Liquidity is less than (i) on or prior to September 30, 2012, $20,000,000 or (ii) thereafter, $15,000,000, or (c) Excess Availability is an amount less
than (x) on or prior to September 30, 2012, $2,500,000 or (y) thereafter, $7,500,000. 
 (b) Schedule 1.1
of the Credit Agreement is hereby amended by deleting clause (a) in the definition of “Eligible Accounts” therein in its entirety and replacing it with the following new clause (a): 

(a) Accounts that the Account Debtor has failed to pay within 90 days of original invoice date or Accounts with selling terms of more than
60 days (or 90 days with respect to [***]. 
 (c) Schedule 1.1 of the Credit Agreement is hereby amended by deleting
clause (i) in the definition of “Eligible Accounts” therein in its entirety and replacing it with the following new clause (i): 
 (i) Accounts with respect to an Account Debtor whose total obligations owing to Borrower exceed 10% (or (x) 20% with respect to [***] and (y) 15% with respect to [***] (as defined below)) of all
Eligible Accounts (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates), to the extent of the obligations owing by
such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise
Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit, 

  
 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. 









 AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT 

 

 3. REPRESENTATIONS AND WARRANTIES. Parent and Borrower each hereby affirms to Agent and
Lenders that, after giving effect to the amendments 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. 

4. NO DEFAULTS. Parent and Borrower each hereby affirm to the Lender Group that no Event of Default has occurred and is continuing as of
the date hereof. 
 5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon receipt by Agent of
a fully executed copy of this Amendment and the Reaffirmation of Guaranty atrtached hereto. 
 6. COSTS AND EXPENSES. Borrower
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. 
 7. 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. 

8. 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] 

  
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 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:
	 	  




  
 S-1

 Amendment Number One to Amended and Restated Credit Agreement 

 


 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.









 
			
	OCLARO, INC.,
	a Delaware corporation, as Parent
		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	CFO
	
	 OCLARO TECHNOLOGY LIMITED,
 a limited liability company incorporated under the laws of England and Wales, as Borrower

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	Director
		
	By:	 	  

	Name:	 	Catherine H. Rundle
	Title:	 	Director



  
 S-2

 Amendment Number One to Amended and Restated Credit Agreement 

 


 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.









 REAFFIRMATION OF GUARANTY 

Each of the undersigned has executed a General Continuing Guaranty (Domestic) or General Continuing Guaranty (Foreign) (each, a
“Guaranty”), in favor of Wells Fargo Capital Finance, Inc., a California corporation, (“WFCF”), as agent (in such capacity, the “Agent”) for the lenders (the “Lenders”) from time to
time party to Credit Agreement (as defined above) respecting the obligations of Oclaro Technology Limited, a limited liability company organized under the laws of England and Wales (the “Borrower”) and Oclaro, Inc., a Delaware
corporation (the “Parent”), owing to the Lenders. Each of the undersigned acknowledges the terms of the above Amendment and reaffirms and agrees that: (i) its Guaranty remains in full force and effect; (ii) nothing in such
Guaranty obligates Agent or any Lender to notify any of the undersigned of any changes in the financial accommodations made available to the Borrower or to seek reaffirmations of any of the Guaranties; and (iii) no requirement to so notify any
of the undersigned or to seek reaffirmations in the future shall be implied by the execution of this reaffirmation. 
  

			
	 OCLARO INNOVATIONS, LLP

	a limited liability partnership organized under the laws of England and Wales
	
	Oclaro, Inc.
		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	CFO
	
	Oclaro (North America), Inc.
		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	CEO
	
	 BOOKHAM NOMINEES LIMITED,

a company incorporated under the laws of England and Wales

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	Director
		
	By:	 	  

	Name:	 	Catherine H. Rundle
	Title:	 	Secretary
	
	 BOOKHAM INTERNATIONAL LTD.,
 a company organized under the laws of the Cayman Islands

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	Director
	
	OCLARO CANADA, INC.,
	a federally incorporated Canadian corporation
		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	President & Treasurer



  
 S-1

 Reaffirmation of Guaranty - Amendment Number One to Amended and Restated Credit Agreement 

 


 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.









 
			
	OCLARO, INC.,
	a Delaware corporation
		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	CFO
	
	 OCLARO TECHNOLOGY, INC.,
 a Delaware corporation

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	Treasurer
	
	 OCLARO (NEW JERSEY), INC.,
 a Delaware corporation

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	President & CFO
	
	 OCLARO PHOTONICS, INC.,
 a Delaware corporation

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	President
	
	 MINTERA CORPORATION,
 a Delaware corporation

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	President & CFO
	
	 OCLARO (NORTH AMERICA), INC.,
 a Delaware corporation

		
	By:	 	  

	Name:	 	Jerry Turin
	Title:	 	CEO



  
 S-2

 Reaffirmation of Guaranty - Amendment Number One to Amended and Restated Credit Agreement 

 


 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.