NEXT LEVEL COMMUNICATIONS INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>f83675exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1


                                 AMENDMENT NO. 5


      AMENDMENT NO. 5 dated as of May 30, 2002 in respect of the Credit
Agreement (Multi-Draw Term Loan Facility) dated as of May 16, 2001 and amended
by Amendment No. 1 dated as of July 25, 2001, Amendment No. 2 dated as of
September 28, 2001, Amendment No. 3 dated as of October 15, 2001 and Amendment
No. 4 dated as of December 11, 2001 (the "Credit Agreement") between NEXT LEVEL
COMMUNICATIONS, INC., a Delaware corporation (the "Borrower") and MOTOROLA,
INC., a Delaware corporation (the "Lender").

      The Borrower has requested that the Lender consent to an amendment to
Section 2.09(g) and 2.09(h) of the Credit Agreement, and the Lender has agreed
to such an amendment. Accordingly, the parties hereto hereby agree as follows:

      Section 1. Definitions. Terms defined in the Credit Agreement are used
herein as defined therein.

      Section 2. Amendment. Section 2.09(g) and Section 2.09(h) of the Credit
Agreement shall be amended to read as follows:

      "2.09 Warrants.

            (g) regardless of whether Warrants 003-006 have become exercisable,
      Warrant 008 for an additional 1,000,000 shares of common stock of the
      Borrower shall become exercisable unless, prior to May 30, 2002, the Loans
      and all other obligations under the Loan Documents shall have been repaid
      in full and the Commitment shall have terminated.

            (h) regardless of whether Warrants 003-006 have become exercisable,
      Warrant 009 for an additional 1,000,000 shares of common stock of the
      Borrower shall become exercisable unless, prior to May 30, 2002, the Loans
      and all other obligations under the Loan Documents shall have been repaid
      in full and the Commitment shall have terminated."

      Section 3. Representation and Warranties; No Defaults. The Borrower hereby
represents and warrants to the Lender that (i) except as publicly disclosed and
except with respect to changes in the disclosure schedules that are not
individually or in the aggregate material, the representations and warranties
made by it in or pursuant to the Loan Documents, after giving effect to the
amendment effected hereby, are true and correct on and as of the date hereof as
if made on and as of such date (or, if any such representation is expressly
stated to have been made as of a specific date, as of such specific date) and
(ii) no Default or Event of Default, after giving effect to the amendment
effected hereby, has occurred and is continuing.

      Section 4. Miscellaneous. Except as expressly herein provided, the Loan
Documents shall remain unchanged and in full force and effect. This Amendment
No. 5 may be

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executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 5 by signing any such counterpart. This Amendment
No. 5 shall be governed by, and construed in accordance with, the law of the
State of New York.


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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
be duly executed as of the day and year first above written.

                                    NEXT LEVEL COMMUNICATIONS, INC.


                                    By: /s/ Next Level Communications, Inc.
                                        --------------------------------------
                                        Name:  Next Level Communications, Inc.
                                        Title: Senior Vice President

                                    MOTOROLA, INC.


                                    By: /s/ Motorola, Inc.
                                        --------------------------------------
                                        Name:  Motorola, Inc.
                                        Title: Senior Vice President

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