NEXT LEVEL COMMUNICATIONS INC
EXHIBIT 10.20
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<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>f80206ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
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                                                                   EXHIBIT 10.20



                                 AMENDMENT NO. 4


               AMENDMENT NO. 4 dated as of December 11, 2001 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 and Amendment No. 3 dated as of October 15, 2001 (the
"Credit Agreement") between NEXT LEVEL COMMUNICATIONS, INC., a Delaware
corporation (the "Borrower"), and MOTOROLA, INC., a Delaware corporation (the
"Lender").

               Pursuant to Amendment No. 2, the amount of the Commitment was
increased from $60,000,000 to $64,000,000 and the $4,000,000 amount of such
increase was promptly thereafter borrowed.

               Pursuant to Amendment No. 3, an amount of $2,953,626 owed by the
Borrower to the Lender in connection with a Tax Allocation and Sharing Agreement
with respect to certain tax losses of the Borrower for the tax year 2000 was
deemed to have been borrowed under the Credit Agreement and accordingly the
amount of the Commitment was increased from $64,000,000 to $66,953,626.

               The $4,000,000 amount borrowed pursuant to Amendment No. 2 was
subsequently repaid (and unavailable to be reborrowed under the terms of the
Credit Agreement) on or around October 24, 2001 in connection with the
Borrower's entering into a mortgage loan transaction with The Northwestern
Mutual Life Insurance Company. Accordingly, as of the date of this Amendment No.
4, the outstanding principal amount borrowed under the Credit Agreement is
$62,953,626.

               The Borrower has requested that the Credit Agreement be amended
to increase the amount of the Commitment to Eighty Two Million Nine Hundred
Fifty Three Thousand Six Hundred Twenty Six Dollars ($82,953,626), representing
an additional Twenty Million Dollars ($20,000,000) available to be borrowed (and
combined with the $4,000,000 reduction in the Commitment resulting from the
repayment described in the preceding paragraph will result in a net increase in
the Commitment of $16,000,000), and the Lender has agreed to such an increase on
the terms and conditions set forth herein. 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. Amendments.

        2.1 The amount "$66,953,626" (reflecting Amendment No. 3) on the cover
        page of the Credit Agreement and in the preamble of the Credit Agreement
        is hereby amended to read "$82,953,626".

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        2.2 The words "Sixty Six Million Nine Hundred Fifty Three Thousand Six
        Hundred Twenty Six Dollars ($66,953,626)" (reflecting Amendment No. 3)
        in the definition of "Commitment" in Section 1.01 of the Credit
        Agreement is hereby amended to read "Eighty Two Million Nine Hundred
        Fifty Three Thousand Six Hundred Twenty Six Dollars ($82,953,626)".

        2.3 There is hereby added to Section 1.01 (Certain Defined Terms) the
        following definition in its correct alphabetical order:

               "Convertible Promissory Note" shall mean the Promissory Note
               dated as of December 11, 2001, representing Loans of up to
               $20,000,000 and containing provisions allowing the conversion of
               the Debt represented thereby into common stock or other
               securities of the Borrower on the terms contained therein.

        2.4 The definition of "Notes" in Section 1.01 is hereby amended and
        restated in its entirety to read as follows:

               "Notes" shall mean any promissory notes executed and delivered
               pursuant to Section 2.06(c) hereof, including, without
               limitation, the Convertible Promissory Note.

        2.5 The first sentence of Section 2.07 (Optional Prepayments and
        Conversions or Continuations of Loans) is hereby amended by changing the
        "and" before clause (c) to "," and by adding the following new clause
        (d) at the end of such sentence: ", and (d) no prepayment of the Debt
        represented by the Convertible Note may be made while there are any
        other Loans outstanding hereunder and any prepayment of the Debt
        represented by the Convertible Note shall be in compliance with the
        provisions of such note."

        2.6 Section 4.01(b) (Application of Payments) is hereby amended by
        adding at the beginning thereof the words "Subject to Section 2.07(d),
        the" and deleting "The".

               Section 3. Warrant. In consideration for the Lender entering into
this Amendment No. 4, the Borrower is hereby granting the Lender a Warrant for
2,500,000 shares of common stock of the Borrower.

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

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by signing any such counterpart. This Amendment No. 4 shall be governed by, and
construed in accordance with, the law of the State of New York.

               Section 6. Fees of Special Counsel. If not previously paid by the
Borrower, the Lender may offset from the amount of any subsequent borrowing any
amount owed to Special Counsel (i) pursuant to invoice number 889017 of Special
Counsel dated November 1, 2001 and (ii) for the matters described in Section
10.03 of the Credit Agreement for which an invoice has been provided to the
Borrower prior to such borrowing.

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               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 4 to be duly executed as of the day and year first above written.


                                          NEXT LEVEL COMMUNICATIONS, INC.


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

                                          MOTOROLA, INC.


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

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