exv10w6






Exhibit 10.6




AMENDMENT NUMBER ONE

TO

CREDIT AGREEMENT




     This Amendment Number One to Credit Agreement (“Amendment”) is entered into as of April 30,
2007, 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 BOOKHAM, INC., a Delaware corporation (“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”):



     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 herein.



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



     DEFINED TERMS. All initially capitalized terms used but not defined in this Amendment
have the meanings assigned to such terms in the Agreement.



     AMENDMENT.


          Section 4.8(b) of the Agreement, is hereby amended to read as follows:




          “(b) Set forth on Schedule 4.8(b) (as such Schedule may be updated from
time to time to reflect changes permitted to be made under Section 5.16, or
changes to Parent’s capital structure that are not otherwise prohibited under the Loan
Documents), is a complete and accurate description of the authorized capital Stock of
Parent, by class, and, as of the Closing Date, a description of the number of shares
of each such class that are issued and outstanding. Other than as described on
Schedule 4.8(b), there are no subscriptions, options, warrants, or calls
relating to any shares of Parent’s capital Stock, including any right of conversion or
exchange under any outstanding security or other instrument, except for the issuance
of Series B Preferred Stock, or options, warrants, and restricted stock granted to
employees, management, and directors in the ordinary course of Parent’s business as in
effect on the Closing Date so long as the granting of such options, warrants or
restricted stock (x) does not result in a Change of Control and (y) is not otherwise
prohibited hereunder. Parent is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its capital
Stock or any security convertible into or exchangeable for any of its capital Stock,
except for certain cash payments with respect to the warrants issued on March 22,
2007, to the investors who purchased the Stock issued by Parent on or about the same
date (the “2007 Warrants”), in connection with a Major Transaction (as such term is
defined in the 2007 Warrants). The foregoing sentence is not intended as the Lender
Group’s consent to any cash payments with respect to the 2007 Warrants.”


          Schedule 4.8(b) to the Agreement is hereby replaced with the Schedule 4.8(b)
attached hereto and made a part hereof by this reference.



     REPRESENTATIONS AND WARRANTIES. Each Borrower hereby affirms to Agent and Lenders
that all of such Borrower’s representations and warranties set forth in the Agreement are true,
complete and accurate in all material respects as of the date hereof.



 









 





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



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



     COSTS AND EXPENSES. Borrowers shall pay to Agent, in accordance with the requirements
of the Credit Agreement, 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.



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



     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.



* * * * *




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



	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, INC.,

a California corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BOOKHAM, INC.,

a Delaware corporation, as Parent

 	 
	 	By:  	 	 
	 	 	Name:  	Steve Abely 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BOOKHAM TECHNOLOGY PLC,

a limited liability company incorporated under the laws of

England and Wales, as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Steve Abely 	 
	 	 	Title:  	Director 	 
	 
	 	NEW FOCUS, INC.,

a Delaware corporation, as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Steve Abely 	 
	 	 	Title:  	President 	 
	 
	 	BOOKHAM (US), INC.,

a Delaware corporation, as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Steve Abely 	 
	 	 	Title:  	President