Silicon Valley Bank
Amended and Restated Loan and Security Agreement
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Loan Agreement” or “Agreement”) is entered
into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara,
California 95054 and the borrowers named above (jointly and severally, the “Borrower”), whose chief executive office is located
at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be
deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in
this Agreement are set forth in Section 8 below.)
This Loan Agreement amends and restates in its entirety the Loan and Security Agreement between Silicon and ZTI Merger
Subsidiary III, Inc. dated as of December 30, 2002 (as previously amended, the “Prior Loan Agreement”), in order to add Zhone
Technologies, Inc. as a Borrower thereunder, and to modify the terms of the Prior Loan Agreement as herein set forth.
Borrowers: 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
February 24, 2004
1.1 Loans. Silicon will make loans to Borrower (the “Loans”), in amounts up to the amounts (the “Credit Limit”) shown on
the Schedule, provided no Default or Event of Default has occurred and is continuing.
1.2 Interest. All Loans and all other monetary Obligations shall bear interest at the rate shown on the Schedule, except
where expressly set forth to the contrary in this Agreement. Interest shall be payable monthly, on the last day of the month.
Interest may, in Silicon’s discretion, be charged to Borrower’s loan account, and the same shall thereafter bear interest at the
same rate as the other Loans. Silicon may, in i