Exhibit 10.3
AMENDED AND RESTATED
SERIES B-1 NOTE
THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER ANY
APPLICABLE SECURITIES LAW.
THIS SECURITY CANNOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS IT IS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE
BORROWER IS FURNISHED WITH AN ACCEPTABLE OPINION OF COUNSEL THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
THIS NOTE HAS NOT BEEN QUALIFIED BY THE FILING OF A PROSPECTUS UNDER APPLICABLE
CANADIAN SECURITIES LAWS.
BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER REPRESENTS
THAT IT IS AN ACCREDITED INVESTOR, AS SUCH TERM IS DEFINED IN ONTARIO SECURITIES
COMMISSION RULE 45-501, AND AGREES THAT THIS NOTE IS NOT BEING ACQUIRED WITH A
VIEW TO DISTRIBUTION.
Series B-1 Senior Secured Note Due 2006
U.S.$30,000,000.00
November 8, 2002
SECTION 1.
GENERAL.
(A)
BOOKHAM TECHNOLOGY PLC, A PUBLIC LIMITED
COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES (THE "BORROWER"), FOR
VALUE RECEIVED, HEREBY PROMISES TO PAY, SUBJECT TO THE FURTHER PROVISIONS
HEREOF, TO NORTEL NETWORKS UK LIMITED (THE "LENDER"), THE PRINCIPAL AMOUNT OF
THIRTY MILLION U.S. DOLLARS (U.S.$30,000,000.00), AS SUCH PRINCIPAL AMOUNT MAY
BE REDUCED BY PREPAYMENTS PURSUANT TO SECTION 3 AND SECTION 4 OF THIS NOTE (AS
DEFINED BELOW), ON NOVEMBER 8, 2006 (SUCH DATE, THE "MATURITY DATE"), ON
PRESENTATION AND SURRENDER OF THIS NOTE TO THE BORROWER, IN SUCH COIN OR
CURRENCY OF THE UNITED STATES OF AMERICA AS AT THE TIME OF PAYMENT SHALL BE
LEGAL TENDER THEREIN FOR THE PAYMENT OF PUBLIC AND PRIVATE DEBTS.
(B)
THE BORROWER FURTHER AGREES TO PAY INTEREST
ON THE OUTSTANDING PRINCIPAL AMOUNT HEREOF FROM TIME TO TIME FROM THE DATE
HEREOF AT THE INTEREST RATE (AS DEFINED BELOW), PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE (AS DEFINED BELOW) AND ON THE MATURITY DATE.
INTEREST
SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR OF TWELVE 30-DAY MONTHS.
(C)
THE LENDER SHALL ACT ON BEHALF OF AND AS
AGENT FOR ALL PRESENT AND FUTURE HOLDERS (AS DEFINED BELOW) AND SHALL
EXCLUSIVELY EXERCISE OR ENFORCE ANY AND ALL RIGHTS, POWERS, PRIVILEGES AND
REMEDIES HEREUNDER.
IF THE HOLDER IS NOT THE LENDER, THE BORROWER AND THE
GUARANTORS SHALL SATISFY ANY REQUIREMENT HEREUNDER TO DELIVER TO THE HOLDER ANY
NOTICE OR PAYMENT BY DELIVERING SUCH NOTICE OR PAYMENT TO THE LENDER RATHER THAN
THE HOLDER.
SECTION 2.
SECURITY INTEREST,
RETENTION OF TITLE AND LIMITATION ON LIENS.
(A)
AS SECURITY FOR THE INDEBTEDNESS (AS
DEFINED BELOW), AND AS SECURITY FOR THE AGREEMENTS AND OTHER OBLIGATIONS OF THE
BORROWER AND THE GUARANTORS (AS DEFINED BELOW) HEREUNDER AND IN ORDER TO SECURE
THE FULL AND PUNCTUAL PAYMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER IN
ACCORDANCE WITH THE TERMS SET FORTH HEREIN, (I) THE BORROWER HAS PLEDGED, AND
BOOKHAM, INC. HAS CAUSED CERTAIN OF ITS SUBSIDIARIES TO PLEDGE, AND THE BORROWER
WILL PLEDGE AND BOOKHAM, INC. WILL CAUSE CERTAIN OF ITS SUBSIDIARIES TO PLEDGE,
THE COLLATERAL (AS DEFINED BELOW) PURSUANT TO THE SECURITY AGREEMENTS AND THE
DOCUMENTS DELIVERED PURSUANT THERETO AND PURSUANT TO CERTAIN OTHER DOCUMENTS