0001193125-05-220560 Sample Contracts

AMENDMENT AGREEMENT
Amendment Agreement • November 9th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware

AMENDMENT AGREEMENT (the “Agreement”), dated as of November 8, 2005, by and among Avanex Corporation, a Delaware corporation, with headquarters located at 409l9 Encyclopedia Circle, Fremont, California 94538 (the ”Company”), and [Steelhead Investments Ltd.] [Kings Road Investments Ltd.] [Gryphon Master Fund, L.P.] [GSSF Master Fund LP] [Castlerigg Master Investments Ltd.] (the “Investor”).

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ACKNOWLEDGEMENT AND RATIFICATION
Acknowledgement and Ratification • November 9th, 2005 • Avanex Corp • Semiconductors & related devices

ACKNOWLEDGEMENT AND RATIFICATION (this “Acknowledgement”), dated as of November 8, 2005, by and among Avanex Corporation, a Delaware corporation, (the “Company”) and each of the Guarantors (defined below) and as acknowledged and agreed by HBK Investments L.P. as Collateral Agent (the “Agent”).

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