Silicon Valley Bank
Amendment to Receivables Purchase Agreement
THIS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT is entered into between Silicon Valley Bank
(“Silicon”) and the sellers named above (jointly and severally, “Seller”).
The Parties agree to amend the Non-Recourse Receivables Purchase Agreement between them, dated as of March 15, 2005,
as amended from time to time (the “Purchase Agreement”), as follows, effective as of the date hereof. (Capitalized terms used
but not defined in this Amendment, shall have the meanings set forth in the Purchase Agreement.)
1. Modification of Section 2.1. Section 2.1 of the Purchase Agreement is hereby amended in its entirety to read as follows:
“2.1 Sale and Purchase. Subject to the terms and conditions of this Agreement, with respect to each Purchase, effective
on each applicable Purchase Date, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller all right, title, and
interest (but none of the obligations with respect to) of the Seller to the payment of all sums owing or to be owing from the
Account Debtors under each Purchased Receivable to the extent of the Purchased Receivable Amount for such Purchased
Each purchase and sale hereunder shall be in the sole discretion of Buyer and Seller. In any event, Buyer will not
(i) purchase any Receivables in excess of an aggregate outstanding amount exceeding the “Receivables Purchase
Sublimit” (as defined in the Loan Agreement), or (ii) purchase any Receivables under this
Sellers: ZTI Merger Subsidiary III, Inc.
(formerly known as Zhone Technologies, Inc.)
Zhone Technologies, Inc.
(formerly known as Tellium, Inc.)
Address: 7001 Oakport St.
Oakland, California 94621
February 24, 2006
Agreement after February 21, 2007. The purchase of each Purchased Receivable may be evidenced by an assignment or bill
of sale in a form acceptable to Buyer, but the purchase shall be fully effective notwithstanding any failure to sign an