Notes Amendment and Waiver Agreement Sample Contracts

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTES AMENDMENT AND WAIVER AGREEMENT
Notes Amendment and Waiver Agreement • May 17th, 2005 • Bookham, Inc. • Semiconductors & related devices • New York

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”).

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