NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
This NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT (the “Agreement”), dated as of March 15, 2005, is
between SILICON VALLEY BANK (“Buyer”) having a place of business at 3003 Tasman Drive, Santa Clara, California 95054
and ZTI MERGER SUBSIDIARY III, INC. (formerly known as Zhone Technologies, Inc.) and ZHONE TECHNOLOGIES, INC.
(formerly known as Tellium, Inc.) (jointly and severally “Seller”), each a Delaware corporation, with its chief executive office at
7001 Oakport St., Oakland, California 94621.
When used herein, the following terms have the following meanings.
1.1. “ Account Debtor ” has the meaning set forth in the California Uniform Commercial Code and shall include any person
liable on any Purchased Receivable, including without limitation, any guarantor of the Purchased Receivable and any issuer of a
letter of credit or banker’s acceptance.
1.2. “ Adjustments ” means all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of
recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor with respect
to any Purchased Receivable.
1.3. “ Administrative Fee ” means for any Purchase the percentage of the Total Purchased Receivables Amount set forth
in the Schedule for such Purchase.
1.4. “ Business Day ” means any day other than a Saturday, Sunday, or other day on which banks in California are
required or authorized by law to close.
1.5. “ Discount Rate ” means for any Purchase the “Discount Rate” set forth in the Schedule for such Purchase.
1.6. “ Due Date ” means for any Purchase the “Due Date” set forth in the Schedule for such Purchase.
1.7. “ Event of Default ” has the meaning set forth in Section 10 hereof.
1.8. “ Insolvency Event ” means, with respect to any Account Debtor, (a) the commencement of a case, action or
proceeding with respect to such Account Debtor before