Prepared by R.R. Donnelley Financial -- Amendment to Lock-up Agreement dated 09/30/2003



 Exhibit 10.2 
  
 AMENDMENT TO LOCK-UP AGREEMENT 
  
 This AMENDMENT TO LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of September 30, 2003 by and among Redback Networks
Inc., a Delaware corporation (the “Company”) and each Noteholder that executes a counterpart signature page to this Amendment. Capitalized terms used and not defined in this Amendment shall have the same meanings assigned to them in
the Lock-Up Agreement (together with the Restructuring Term Sheet attached as Annex A thereto, collectively, the “Lock-Up Agreement”), by and among the Company and the signatories thereto, which is being amended by this Amendment.

  
 WHEREAS, the Company and the Noteholders desire to amend the
Lock-Up Agreement as set forth in this Amendment on the terms and subject to the conditions set forth below; and 
  
 WHEREAS, Noteholders holding a majority of the aggregate principal amount of, and accrued interest on, the Notes represent the Required Creditors for
purposes of amending the Lock-Up Agreement as set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants set forth herein, the parties hereto agree as provided below. Any terms of the Lock-Up Agreement in conflict or otherwise inconsistent with this
Amendment are hereby superseded and replaced by the terms of this Amendment. 
  
 1. Prepackaged Plan. In the event that the Company satisfies the conditions to the Exchange Offer on or before October 31, 2003 (the “New Deadline”), the Company shall have no obligation to
commence a Case. In the event that by the New Deadline the Company 







 has failed to satisfy the conditions to the Exchange Offer but has secured acceptances of the Prepackaged Plan from
holders of Outstanding Indebtedness in numbers and holding amounts that are sufficient to confirm the Prepackaged Plan under applicable provisions of chapter 11 of the Bankruptcy Code (the “Required Acceptances”), then on or before
November 3, 2003, the Company shall commence a Case in which it shall file the Prepackaged Plan, and the Company shall use its commercially reasonable best efforts to confirm before the Prepackaged Proceeding Confirmation Deadline and implement the
Prepackaged Plan. 
  
 2. Pre-Negotiated Proceeding. In the
event that by the New Deadline the Company has failed to satisfy the conditions to the Exchange Offer and has failed to secure the Required Acceptances, then on or before November 3, 2003, the Company shall commence a Case and file a pre-negotiated
plan of reorganization under Chapter 11 of the Bankruptcy Code, consistent in all material respects with the Restructuring Term Sheet (a “Pre-Negotiated Plan”), to effectuate the Restructuring, and the Company shall use its
commercially reasonable best efforts to confirm before February 27, 2004 (the “Pre-Negotiated Proceeding Confirmation Deadline”) and implement such Pre-Negotiated Plan. 
  
 3. Termination. The Lock-Up Agreement shall remain effective until and terminate and expire upon November 3, 2003,
unless: (a) on or before that date, (i) the Company has commenced a Case and filed the Prepackaged Plan, in which case the Lock-Up Agreement shall terminate on the Prepackaged Proceeding Confirmation Deadline, or (ii) the Company has commenced a
Case and filed the Pre-Negotiated Plan, in which case the Lock-Up Agreement shall terminate on the Pre-Negotiated Proceeding Confirmation Deadline; or (b) any other condition or event set forth in Section 8(a) of the Lock-Up Agreement,
excluding Section 8(a)(i) and Section 8(a)(ii), has occurred. 
  
 4. Amendment and References. Each reference in the Lock-Up Agreement to “this Agreement”, “the Lock-Up Agreement”, the “Restructuring Term Sheet”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be a reference to the Lock-Up Agreement as amended by this Amendment. The Lock-Up Agreement is amended only as specifically amended by this Amendment and shall remain in
full force and effect except as otherwise provided herein. By executing this Amendment, each of the signatories to this Amendment agrees to be bound by the Lock-Up Agreement as though it had been an original signatory thereto, except as amended by
this Amendment. 
  
 5. Representations and Warranties. a.
Each of the signatories to this Amendment represents and warrants to the other signatories to this Amendment that: 
  
 (i) if an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite
corporate, partnership or other power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its respective obligations under, this Amendment; 
  
 (ii) if an entity, the execution and delivery of this Amendment and the
performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other action on its part; 
  

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 (iii) the execution, delivery and performance by it of this Amendment do not and shall not (A) violate
any provision of law, rule or regulation applicable to it or any of its affiliates or its certificate of incorporation or bylaws or other organizational documents or those of any of its subsidiaries or (B) conflict with, result in the breach of or
constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it or any of its affiliates is a party or under its certificate of incorporation, bylaws or other governing instruments; and

  
 (iv) assuming the due execution and delivery of this Amendment
by each of the other parties hereto, this Amendment is the legally valid and binding obligation of it, enforceable against it in accordance with its terms (except insofar as indemnification for liability under securities and similar laws may be
unenforceable as against public policy). 
  
 b. Each of the
Noteholders further represents and warrants to the other signatories to this Amendment that as of the date of this Amendment, such Noteholder is the beneficial owner of, or the investment adviser or manager for the beneficial owner(s) of, the
principal amount at maturity of the Notes, set forth below such Noteholder’s name on Schedule A hereto, with the power and authority to vote and dispose of such Notes. 
  
 6. No Waiver. Each of the signatories to this Amendment expressly acknowledges and agrees that, except as expressly
provided in this Amendment, nothing in this Amendment is intended to, nor does, in any manner waive, limit, impair or restrict the ability of any party to this Amendment to protect and preserve all of its rights, remedies and interests, including,
without limitation, with respect to its ownership of claims against or equity securities of the Company. 
  
 7. Miscellaneous. This Amendment shall be governed in all respects by the laws of the State of California, except to the extent such law is
preempted by the Bankruptcy Code. This Amendment is not intended to be, and each signatory to this Amendment acknowledges that it is not, a solicitation of the acceptance or rejection of any Prepackaged Plan of reorganization for the Company
pursuant to Section 1125 of the Bankruptcy Code. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile shall be effective as delivery of a manually executed counterpart. 
  
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly
authorized officers as of the date first written above. 
  

	REDBACK NETWORKS INC.
		
	 By:
	 	 /s/ Thomas L. Cronan III


	 Its:
	 	 Senior Vice President & CEO











 Schedule A 
  
 Noteholders and Aggregate Principal Amount of Notes Held 
  
 Noteholder: 
  

	
	

	 By:
	 	

	 Its:
	 	


  
 Aggregate Principal Amount of Notes
held by such Noteholder as beneficial owner (or as investment manager or advisor for the beneficial owner):