SEVENTH AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT

Exhibit 10.63

SEVENTH AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT

     This Seventh, Amendment to Letter of Credit Reimbursement Agreement (the “Amendment”) is entered into as of June 10, 2009, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 (“Bank”) and (b) FINISAR CORPORATION, a Delaware corporation, with its chief executive office located at 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 (“Finisar”) and OPTIUM CORPORATION, a Delaware corporation, with its principal place of business at 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxxx 00000 (“Optium”) (hereinafter, Finisar and Optium are jointly and severally, individually and collectively, referred to as “Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a financing arrangement dated as of April 29, 2005, evidenced by, among other documents, a certain Letter of Credit Reimbursement Agreement dated as of April 29, 2005, as amended by a certain First Amendment to Letter of Credit Reimbursement Agreement dated as of October 20, 2005, as further amended by a certain Second Amendment to Letter of Credit Reimbursement Agreement dated as of October 26, 2006, as further amended by a certain Third Amendment to Letter of Credit Reimbursement Agreement dated as of December 21, 2006, as further amended by a certain Fourth Amendment to Letter of Credit Reimbursement Agreement dated as of November 1, 2007, as further amended by a certain Fifth Amendment to Letter of Credit Reimbursement Agreement dated as of March 14, 2008, and as further amended by a certain Sixth Amendment to Letter of Credit Reimbursement Agreement dated as of October 28, 2008 (as amended, the “Reimbursement Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Reimbursement Agreement.

2. DESCRIPTION OF CHANGE IN TERMS.

     A. Modifications to Reimbursement Agreement.

1. The Reimbursement Agreement shall be amended by deleting the following definition appearing in Section 13.1 thereof:

“ “Letter of Credit Line” is the issuance of a Letter of Credit or Letters of Credit of up to Nine Million Dollars ($9,000,000.00).”

and inserting in lieu thereof the following:

“ “Letter of Credit Line” is the issuance of a Letter of Credit or Letters of Credit of up to Four Million Dollars ($4,000,000.00).”

3. FEES. Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Reimbursement Agreement.

4. RATIFICATION OF PERFECTION CERTIFICATE.

     (a) Finisar hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of March 14, 2008 between Finisar and Bank, and acknowledges, confirms and agrees the disclosures and information Finisar provided to Bank in the Perfection Certificate have not changed, as of the date hereof.

     (b) Optium hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of October 30, 2008 between Optium and Bank, and acknowledges, confirms and agrees the disclosures and information Optium provided to Bank in the Perfection Certificate have not changed, as of the date hereof.

5. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

6. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Reimbursement Agreement. Except as expressly modified pursuant to this Amendment, the terms of the Reimbursement Agreement remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Amendment in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Amendment shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of the Reimbursement Agreement, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Amendment.

7. COUNTERSIGNATURE. This Amendment shall become effective only when it shall have been executed by Borrower and Bank.

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     This Amendment is executed as a sealed instrument under the laws of the State of California as of the date first written above.

BORROWER:						BANK:
FINISAR CORPORATION						SILICON VALLEY BANK
By:		/s/ X. X. Xxxxxxx				By:
Name:		X. X. Xxxxxxx				Name:
Title:		CFO				Title:
OPTIUM CORPORATION
By:		/s/ X. X. Xxxxxxx
Name:		X. X. Xxxxxxx
Title:		CFO