Exhibit 10.57

SENIOR LOAN AND SECURITY AGREEMENT

THIS SENIOR LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of December 17, 2004 (the “Closing Date”) and is entered into by and among OCCAM NETWORKS, INC., a Delaware corporation (“Borrower”), with its chief executive office and principal place of business located at 77 Robin Hill Road, Santa Barbara, CA 93117, the subsidiaries of Borrower party hereto (each, a “Grantor Subsidiary”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”), with its principal place of business located at Four Palo Alto Square, 3000 El Camino Real, Suite 200, Palo Alto, CA 94306. In consideration of the mutual agreements contained herein, the parties hereto agree as follows:

RECITALS

WHEREAS, Borrower has requested Lender to make available to Borrower a loan in an aggregate principal amount of up to Three Million and No/100 DOLLARS ($3,000,000.00) (the “Loan”); and

WHEREAS, Lender is willing to make the Loan on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, Borrower, each Grantor Subsidiary and Lender hereby agree as follows:

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION

1.1. Unless otherwise defined herein, the following capitalized terms shall have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“Act” means the Securities Exchange Act of 1934, as amended.

“Account” means any “account,” as such term is defined in the UCC, now owned or hereafter acquired by any Grantor or in which any Grantor now holds or hereafter acquires any interest and, in any event, shall include all accounts receivable, book debts, rights to payment, and other forms of obligations now owned or hereafter received or acquired by or belonging or owing to any Grantor (including under any trade name, style or division thereof), whether or not arising out of goods or software sold or services rendered by any Grantor or from any other transaction (including any such obligation that may be characterized as an account or contract right under the UCC), and all of such Grantor’s rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of such Grantor’s rights to any goods represented by any of the foregoing (including unpaid seller’s rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any Grantor under all purchase orders and contracts for the sale of goods or the performance of services or both by such Grantor or in connection with any other transaction (whether or not yet earned by performance on the part of such Grantor), now in existence or hereafter occurring, including the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing.

“Advance” means any funds advanced or loaned by Lender to or for the benefit of Borrower, including the initial Loan and each subsequent Loan made by Lender to or for the benefit of Borrower pursuant hereto.

“Advance Date” means the funding date of any Advance.

“Advance Request” means a request for an Advance submitted by Borrower to Lender in substantially the form of Exhibit A.

“Agreement” means this Senior Loan and Security Agreement, as the same may from time to time be amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

“Borrower” has the meaning given to it in the preamble to this Agreement.

“Business Day” means any day excluding Saturday, Sunday and any other day which is a legal holiday under the laws of the State of California or is a day on which banking institutions located in the State of California are authorized or required by law or other governmental action to close.

“Cash” means all cash, money, currency, and liquid funds, wherever held, in which Borrower now or hereafter acquires any right, title, or interest.

“Chattel Paper” means any “chattel paper,” as such term is defined in the UCC, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Closing Date” has the meaning given to it in the preamble to this Agreement.

“Collateral” has the meaning given to it in Section 3.

“Commitment Termination Date” means the first to occur of (i) February 28, 2005 or (ii) the occurrence and continuation of an Event of Default.

“Control Agreement” means an agreement executed by a Grantor, Lender and each applicable financial institution and /or securities/investment intermediary in which such financial institution and / or intermediary agrees that Lender has a security interest in any account of a Grantor.

“Copyrights” means all of the following property, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest: (i) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country; (ii) all registrations, applications and recordings in the United States Copyright Office or in any similar office or agency of the United States, of any State thereof, or of any other country; (iii) all continuations, renewals or extensions thereof; and (iv) all registrations to be issued under any pending applications.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Default Rate” has the meaning given to it in Section 2.5(c).

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Disclosure Letter” means the disclosure letter of Borrower to the Lender in connection with this Agreement dated the Closing Date.

“Documents” means any “documents,” as such term is defined in the UCC, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Equipment” means any “equipment,” as such term is defined in the UCC, and any and all additions, upgrades, substitutions, and replacements of the foregoing, together with all attachments, components, parts, accessions, and accessories installed thereon or affixed thereto, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Event of Default” has the meaning given to it in Section 10.

“Excluded Agreements” means (i) the Warrant Agreements; (ii) any stock purchase agreement, options, or warrants to acquire, or agreements governing the rights of, any capital stock or other

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equity security, or any common stock, preferred stock, or equity security of Borrower issued to or purchased by Lender or its nominee or assignee; and (iii) any guaranty of the Secured Obligations executed by any Person other than Borrower.

“Facility Fee” means one percent (1%) of the Maximum Loan Amount, which fee is due to Lender on the Closing Date.

“Financial Statements” has the meaning given to it in Section 7.1.

“Fixtures” means any “fixtures,” as such term is defined in the UCC, together with all right, title and interest of a Grantor in and to all extensions, improvements, betterments, accessions, renewals, substitutes, and replacements of, and all additions and appurtenances to any of the foregoing property, and all conversions of the security constituted thereby, immediately upon any acquisition or release thereof or any such conversion, as the case may be, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

“General Intangibles” means any “general intangibles,” as such term is defined in the UCC, and, in any event, shall include all right, title and interest which a Grantor may now or hereafter have in or under any rights to payment; payment intangibles; software; proprietary or confidential information; business records and materials; customer lists; interests in partnerships, joint ventures, business associations, corporations, and limited liability companies; permits; claims in or under insurance policies (including unearned premiums and retrospective premium adjustments); and rights to receive tax refunds and other payments and rights of indemnification now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Goods” means any “goods,” as such term is defined in the UCC, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Grantor” means Borrower and each Grantor Subsidiary.

“Indebtedness” means, without duplication, (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations to pay the deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of business), (iv) all obligations with respect to capital leases, (v) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all reimbursement obligations, contingent or otherwise, in respect of letters of credit, and (vii) all guaranty obligations with respect to the types of Indebtedness listed in clauses (i) through (vi) above.

“Instruments” means any “instruments,” as such term is defined in the UCC, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Intellectual Property” means all Copyrights; Trademarks; Patents; Licenses; source codes developed by a Grantor; trade secrets; inventions (whether or not patented or patentable); technical information, procedures, processes, designs, knowledge, and know-how; data bases; models; drawings; skill, expertise, and experience; websites, domain names, and URL’s; and applications therefor and reissues, extensions, or renewals thereof; and goodwill associated with any of the foregoing; together with rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

“Interest Only Period” means that period of time, if any, between the Advance Date and June 30, 2005.

“Inventory” means any “inventory,” as such term is defined in the UCC, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest, and, in any event, shall include all Goods and personal property that are held by or on behalf of a Grantor for sale or

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lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process or materials used or consumed or to be used or consumed in such Grantor’s business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not the same is in transit or in the constructive, actual or exclusive possession of such Grantor or is held by others for such Grantor’s account, including all property covered by purchase orders and contracts with suppliers and all Goods billed and held by suppliers and all such property that may be in the possession or custody of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other Persons.

“Investment Property” means any “investment property,” as such term is defined in the UCC, and includes any certificated or uncertificated security (including, but not limited to, stock or other interests of any and all subsidiaries and related entities and includes all securities as defined in the United States Securities Laws and Regulations), money market funds, bonds, mutual funds, and U.S. Treasury bills or notes, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest.

“Lender” has the meaning given to it in the preamble to this Agreement.

“Letter of Credit Rights” means any “letter of credit rights,” as such term is defined in the UCC, now owned or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest, including any right to payment or performance under any letter of credit.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by a Grantor or in which a Grantor now holds or hereafter acquires any interest and any renewals or extensions thereof.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and the filing of any financing statement (other than a precautionary financing statement with respect to an operating lease) with the consent of a Grantor under the UCC or comparable law of any jurisdiction.

“Loan” has the meaning given to it in the recitals to this Agreement.

“Loan Documents” means this Agreement, the Notes, all UCC Financing Statements, and any other documents executed in connection herewith or the transactions contemplated hereby, including those documents described on the Schedule of Documents, as the same may from time to time be amended, modified, supplemented or restated; provided, that the term “Loan Documents” shall not include any of the Excluded Agreements.

“Material Adverse Effect” means a material adverse effect upon: (i) the business, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole; or (ii) the ability of Borrower to perform the Secured Obligations in accordance with the terms of the Loan Documents, or the ability of Lender to enforce any of its rights or remedies with respect to the Secured Obligations or under the Loan Documents; or (iii) the Collateral or Lender’s Liens on the Collateral or the priority of such Liens, subject in each case to permitted Liens. Any determination as to whether a Material Adverse Effect has occurred pursuant to (i) above shall be limited solely to the failure of Borrower and its Subsidiaries, on a consolidated basis, to maintain any of the following determined as of the last day of a fiscal quarter of Borrower, (A) revenues of at least $5,000,000 for such fiscal quarter and/or (B) a Tangible Net Worth of $5,000,000 for any fiscal quarter of Borrower ending after the date of this Agreement and prior to or on June 30, 2005 and $7,000,000 for any fiscal quarter of Borrower ending thereafter, shall be deemed to be a Material Adverse Effect.

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