NOTES AMENDMENT AND WAIVER AGREEMENT

EXECUTION VERSION

Exhibit 10.2

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

NOTES AMENDMENT AND WAIVER AGREEMENT

     This Waiver Agreement (the “ Agreement ”) is entered into as of February 7, 2005, among Bookham Technology plc, a public limited company incorporated under the laws of England and Wales (“ Bookham plc ”), Bookham, Inc., a Delaware corporation (“ Bookham, Inc. ” and, together with Bookham plc and its other subsidiaries whose names appear on the signature pages hereto, the “ Bookham Parties ”), Nortel Networks UK Limited (“ NNUKL ”) and Nortel Networks Corporation (“ Nortel Networks ”).

     WHEREAS, the parties to this Agreement are parties to a Restructuring Agreement (the “ Restructuring Agreement ”), dated as of December 2, 2004;

     WHEREAS, Bookham plc has issued to NNUKL an amended and restated Series B-1 Senior Secured Note, originally dated November 8, 2002, in aggregate principal amount of $30,000,000.00 (the “ Series B-1 Note ”);

     WHEREAS, Bookham, Inc. has issued to NNUKL an amended and restated Series A-1 Senior Unsecured Convertible Note, originally dated September 10, 2004, in the principal amount of $20,000,000.00 (the “ Series A-2 Note ”, together with the Series B-1 Note, the “ Notes ”);

     WHEREAS, Bookham, Inc. and the other Bookham Parties and NNUKL desire to further amend the Notes as set forth herein;

     WHEREAS, Bookham, Inc. and certain of its subsidiaries and NNUKL are parties to an amended and restated U.S. Security Agreement (the “ U.S. Security Agreement ”), dated as of December 2, 2004;

     WHEREAS, Bookham, Inc. and certain of its subsidiaries and Nortel Networks and certain of its subsidiaries have entered into certain other security and other agreements and delivered certain other documents in connection with the foregoing (all such agreements and documents, the “ Related Transaction Documents ”);

     WHEREAS, pursuant to the Series B-1 Note, NNUKL has extended credit to Bookham plc and, pursuant to the Series A-2 Note, NNUKL has extended credit to Bookham, Inc.; and

     WHEREAS, the Bookham Parties have requested that NNUKL agree to waive certain provisions of the Notes pursuant to the terms and subject to the conditions set forth herein;

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     NOW THEREFORE, in consideration of the mutual premises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Amendment; Waiver; Further Actions . (a) Contemporaneously with the execution and delivery of this Agreement, NNUKL hereby:

          Except as specifically waived hereby, each of the Restructuring Agreement, the Notes, the U.S. Security Agreement and the Related Transaction Documents shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference thereto shall mean any such document, as applicable, as modified hereby.

          (b) Contemporaneously with the execution and delivery of this Agreement, Bookham, Inc. and the other Bookham Parties agree that the Notes are amended as follows:

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          (c) Each of the Bookham Parties (A) agrees that all references to the Notes contained in the U.S. Security Agreement and the Related Transaction Documents and any filing or other documents contemplated thereby shall mean the Notes as hereby amended and (B) agrees, and agrees to cause its respective affiliates to, promptly execute and deliver any and all further agreements, instruments and other documents, and to take any and all other actions, reasonably requested by NNUKL and Nortel Networks to effect the purposes of this Agreement, including without limitation, executing and delivering amended and restated notes, security agreements, deeds, mortgages, filings and other documents.

     2.  Representations and Warranties . The Bookham Parties hereby jointly represent and warrant to NNUKL and Nortel Networks as follows:

          (a) Each Bookham Party is a corporation or legal entity duly organized and validly existing under the laws of the jurisdiction of its organization and is duly qualified or licensed to do business and is in good standing (if and to the extent such term is recognized in the relevant jurisdiction) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary,

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except where the failure to so qualify would not reasonably be expected to result in damages to the Bookham Parties of more than $1,000,000 in the aggregate.

          (b) Each Bookham Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as currently conducted and the requisite corporate power and authority to enter into and perform this Agreement and all other agreements and documents contemplated hereby (the “ Additional Documents ”) and to carry out the transactions contemplated by this Agreement and the Additional Documents.

          (c) This Agreement has been, and the Additional Documents when executed will be, duly executed and delivered by the applicable Bookham