SEVENTH AMENDMENT TO THE MASTER ACQUISITION AGREEMENT

Exhibit 10.6

SEVENTH AMENDMENT TO THE

MASTER ACQUISITION AGREEMENT

This Seventh Amendment (the “ Seventh Amendment ”) is entered into as of the last date set forth below (“ Effective Date ”), and is made pursuant to the Master Acquisition Agreement, dated April 11, 2005, as amended by the First Amendment dated May 19, 2005, the Second Amendment dated August 20, 2005, the Third Amendment dated November 15, 2006, the Fourth Amendment dated February 23, 2007, the Fifth Amendment dated October 1, 2007, and the Sixth Amendment dated December 15 ^th , 2007 (collectively, the “ Agreement ”) by and between BTE Equipment, LLC, a Delaware limited liability company (“ BTE ”), with a place of business at 1025 Eldorado Boulevard, Broomfield, CO 80021, and Infinera Corporation, a Delaware corporation (“ Vendor ”), with a place of business at 1322 Bordeaux Drive, Sunnyvale, CA 94089. Terms capitalized but not defined herein shall have the meaning ascribed to them in the Agreement.

WHEREAS , the parties wish to amend certain terms and conditions of the Agreement;

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BTE and Vendor hereby agree to modify and amend the Agreement as follows:

1. [**] : Vendor shall provide BTE with [**] . [**] . The parties agree that the [**] . The Parties acknowledge and agree that the [**] . The parties acknowledge and agree that BTE must explicitly identify on its Procurement Documents that it is [**] .

Confidential

2. [**]: The parties agree that [**] , Vendor shall offer to BTE [**] w. Additionally, the parties acknowledge and agree the [**] .

The parties further acknowledge and agree that [**] .

[**] .

[**] . [**] .

Confidential