AMENDED AND RESTATED SECURITY AGREEMENT (FOREIGN)Patent Security Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED SECURITY AGREEMENT (FOREIGN) (this “Agreement”), dated as of November 2, 2012, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, INC., a California corporation (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDED AND RESTATED SECURITY AGREEMENT (DOMESTIC)Patent Security Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED SECURITY AGREEMENT (DOMESTIC) (this “Agreement”), dated as of November 2, 2012, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, INC., a California corporation (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
ASSET PURCHASE AGREEMENT between OCLARO, INC. and II-VI INCORPORATED and PHOTOP TECHNOLOGIES, INC. (California) and PHOTOP KONCENT, INC. (FUZHOU) (China) dated as of November 19, 2012Asset Purchase Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
This Transition Services Agreement, dated as of December 3, 2012 (this “Agreement”), is entered into between Ocalro, Inc., a Delaware corporation (“Seller”), Photop Technologies, Inc., a California corporation (“Buyer”) and II-VI Incorporated, a Pennsylvania corporation (“Parent”)
AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED SECURITY AGREEMENTSCredit Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices
This Amendment Number One to Second Amended and Restated Credit Agreement and Amended and Restated Security Agreements (“Amendment”) is entered into as of January 23, 2013, 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”), and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales (“Borrower”), on the other hand, with reference to the following facts:
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among OCLARO, INC. as Parent, OCLARO TECHNOLOGY LIMITED as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, INC. as the Agent Dated as of November 2,...Credit Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of November , 2012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, INC., a California corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), OCLARO, INC., a Delaware corporation (“Parent”), and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales (“Borrower”).
OCLARO, INC. OCLARO LUXEMBOURG S.A. 7.50% EXCHANGEABLE SENIOR SECURED SECOND LIEN NOTES DUE 2018 PURCHASE AGREEMENTPurchase Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • New York
The opinion of the counsel for the Company, to be delivered pursuant to Section 6(c) of the Agreement shall be to the effect that:
JOINDER AGREEMENTJoinder Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
This JOINDER AGREEMENT (this “Agreement”), dated as of January 23, 2013 is entered into by and between SILICON VALLEY BANK (the “Additional Lender”) and the Agent (as hereinafter defined) pursuant to that certain Second Amended and Restated Credit Agreement, dated as of November 2, 2012 (as amended, restated, amended and restated, supplemented, extended or otherwise modified in writing from time to time, the “Credit Agreement”), among OCLARO, INC., a Delaware corporation (“Parent”), OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales (“Borrower”), each lender currently party thereto (the “Existing Lenders”), and WELLS FARGO CAPITAL FINANCE, INC., a California corporation, as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms not otherwise defined herein are defined in the Credit Agreement.
