Silicon Valley Bank
Amendment to Loan Documents
THIS AMENDMENT TO LOAN DOCUMENTS , with an effective date of February 21, 2007, is entered into between
Silicon Valley Bank (“Silicon”) and the borrowers named above (jointly and severally, “Borrower”).
The Parties agree to amend the Amended and Restated Loan and Security Agreement between them, dated February 24,
2004, as amended from time to time (the “Loan Agreement”), as follows, effective as of the date first date written above.
(Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)
1. Extension of Maturity Date. Section 4 of the Schedule is amended to read as follows:
“Maturity Date (Section 6.1): February 20, 2008.”
2. Unused Line Fee. The following is hereby added at the end of Section 3 of the Schedule:
“ Unused Line Fee . Borrower shall pay Silicon a fee (the “Unused Line Fee”) equal to one-half of one percent (.50%) per
annum multiplied by the amount by which $25,000,000 exceeds the average daily principal balance of the aggregate
amount of outstanding Loans and Letters of Credit. The Unused Line Fee shall initially be calculated for the period from
February 21, 2007 to March 31, 2007 and shall be payable on April 1, 2007, and thereafter the Unused Line Fee shall be
calculated for each calendar quarter and paid on the first day of the following calendar quarter (prorated for any partial
calendar quarter at the end of the term of this Agreement). Borrower shall not be entitled to any credit, rebate or
ZTI Merger Subsidiary III, Inc.
(formerly known as Zhone Technologies, Inc.)
Zhone Technologies, Inc.
(formerly known as Tellium, Inc.)
7001 Oakport St.
Oakland, California 94621
as of February 21, 2007
repayment of any Unused Line Fee notwithstanding any suspension or termination of Silicon’s obligation to make
Loans hereunder; provided, however, that such fee s