SIXTH AMENDMENT TO LETTER OF
CREDIT REIMBURSEMENT AGREEMENT
This Sixth
Amendment to Letter of Credit Reimbursement Agreement (the
“Amendment”) is entered into as of October 28,
2008, and is effective as of October 25, 2008, by and between
SILICON VALLEY BANK , a California corporation, with its
principal place of business at 3003 Tasman Drive, Santa Clara,
California 95054 (“Bank”) and FINISAR
CORPORATION , a Delaware corporation with its chief executive
office located at 1399 Moffett Park Drive, Sunnyvale, California
94089 (“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, between Borrower and Bank, as
amended by a certain First Amendment to Letter of Credit
Reimbursement Agreement dated as of October 20, 2005, between
Borrower and Bank, as further amended by a certain Second Amendment
to Letter of Credit Reimbursement Agreement dated as of
October 26, 2006, between Borrower and Bank, as further
amended by a certain Third Amendment to Letter of Credit
Reimbursement Agreement dated as of December 21, 2006, between
Borrower and Bank, as further amended by a certain Fourth Amendment
to Letter of Credit Reimbursement Agreement dated as of
November 1, 2007, between Borrower and Bank, and as further
amended by a certain Fifth Amendment to Letter of Credit
Reimbursement Agreement dated as of March 14, 2008, between
Borrower and Bank (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.
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1.
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Borrower hereby agrees to deliver to
Bank, within thirty (30) days of the date of this Amendment, a
joinder agreement and all other documentation requested by Bank in
order to make Optium Corporation, a Delaware corporation that is a
wholly-owned subsidiary of Borrower, a “Borrower” under
the Reimbursement Agreement. The failure of Borrower
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