0001193125-07-049628 Sample Contracts

Amendment to Loan Documents
Zhone Technologies Inc • March 8th, 2007 • Telephone & telegraph apparatus

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”).

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ZHONE TECHNOLOGIES, INC.
Letter Agreement • March 8th, 2007 • Zhone Technologies Inc • Telephone & telegraph apparatus

This letter confirms our understanding that, in light of Adam Clammer’s resignation from the Board and the current composition of the Board, KKR has agreed to waive its right under the Letter Agreement to require Zhone to nominate as directors two nominees designated by KKR. KKR retains its right to require Zhone to nominate as a director one nominee designated by KKR, who shall be appointed to the Corporate Governance and Nominating Committee as required by the Letter Agreement. In addition, KKR retains all other rights provided in the Letter Agreement. KKR may revoke this waiver at any time by providing written notice to such effect to Zhone.

Amendment to Receivables Purchase Agreement
Purchase Agreement • March 8th, 2007 • Zhone Technologies Inc • Telephone & telegraph apparatus

THIS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, with an effective date of February 21, 2007, is entered into between Silicon Valley Bank (“Silicon”) and the sellers named above (jointly and severally, “Seller”), effective as of the first date written above.

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