FORM OF AMENDMENT NO. 1 TO
PURCHASE MONEY PROMISSORY NOTE
This AMENDMENT NO. 1 (this "Amendment") DATED AS OF JUNE 19, 2002 TO
THE PURCHASE MONEY PROMISSORY NOTE DATED AS OF ___, 2000, AS AMENDED (the
"Note"), by and between TELLIUM, INC., a Delaware corporation (the "Company"), having its address at 2
Crescent Place, Oceanport, New Jersey 07757, and the undersigned (the "Borrower").
WHEREAS, the Company and the Borrower are parties to the Note;
WHEREAS, in October 2001, the Company and the Borrower agreed to amend the Note, as set forth in ss.ss.
3 and 4 below, but did not reduce such agreement to writing; and
WHEREAS, the Company and the Borrower wish to reduce such agreement to writing and further amend the
Note, this Amendment to be effective as of June 19, 2002, except for ss.ss. 3 and 4 below, which are to be
effective as of October 1, 2001.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained and
for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
1. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to such
terms in the Note.
2. This Amendment is effective as of June 19, 2002, except for ss.ss.3 and 4 below, which were effective as of
October 1, 2001.
3. The second sentence of Section 1 of the Note is hereby amended and restated to read as follows:
The interest rate shall float on a quarterly basis and shall equal the Internal Revenue Service established short-
term Applicable Federal Rate for a quarterly compounding period effective for the first month in such quarterly
period and published in a Revenue Ruling in the Cumulative Bulletin in the month preceding the first month in such
quarterly period, provided that the rate shall not be less than 2.5% per annum nor exceed 7.5% per annum.
4. The definition of Termination Date is hereby amended and