0001193125-05-052811 Sample Contracts

NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
Non-Recourse Receivables Purchase Agreement • March 16th, 2005 • Zhone Technologies Inc • Telephone & telegraph apparatus • California

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.

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Amendment to Loan Documents
Loan Documents • March 16th, 2005 • Zhone Technologies Inc • Telephone & telegraph apparatus

THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrowers named above (jointly and severally, “Borrower”).

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