EXHIBIT 10.7.1
AMENDMENTS TO THE CREDIT AGREEMENT:
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT as of September 1, 2000 by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Inc., a
Delaware corporation ("▇▇▇▇ ▇▇▇▇▇▇▇"), and Larscom Incorporated, a Delaware
corporation
WITNESSETH
WHEREAS, ▇▇▇▇ ▇▇▇▇▇▇▇ and Larscom are parties to a certain Credit Agreement
dated December 24, 1996 (the "Credit Agreement"); and
WHEREAS, the Credit Agreement as amended will, by its terms, terminate on
December 24, 2000: and
WHEREAS, ▇▇▇▇ ▇▇▇▇▇▇▇ and Larscom desire to extend the term of the Credit
Agreement and to make such other amendments thereto as are deemed necessary.
NOW, THEREFORE, in consideration of the mutual covenants herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The term shall terminate on December 24, 2001.
2. All notices to Larscom pursuant to Section 13 of the Agreement shall
be addressed as follows:
Larscom Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention Vice President - Finance/Chief Financial Officer
3. Unless otherwise defined herein, capitalized terms shall have the
meanings attributed to them in the Credit Agreement.
4. Except as expressly provided herein, all terms and conditions in the
Credit Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 1 to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
LARSCOM INCORPORATED
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXHIBIT 10.7.1 AMENDMENTS TO THE CREDIT AGREEMENT: (continued)
June 19, 2000
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President, Chief Financial Officer
Larscom Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Don:
You have asked ▇▇▇▇ ▇▇▇▇▇▇▇, Inc. to clarify the circumstances under which the
prepayment provisions set forth in section 11 of the credit agreement between
Larscom and ▇▇▇▇ ▇▇▇▇▇▇▇, dated December 24, 1996 (the "Credit Agreement") would
become effective. While we believe the meaning and intent of section 11 is and
has been clear, in order to avoid any doubt, we propose amending section 11 to
read as follows:
"11. MANDATORY PREPAYMENTS If ▇▇▇▇ ▇▇▇▇▇▇▇ owns less than the majority of
the OUTSTANDING SHAREHOLDER VOTES of Larscom or less than a majority of the
directors of Larscom are persons who were ELECTED BY ▇▇▇▇ ▇▇▇▇▇▇▇ to the Board
of Directors of Larscom, ▇▇▇▇ ▇▇▇▇▇▇▇, upon not less than 90 days prior written
notice, may cease making Loans hereunder, and/or require, in whole, or from time
to time, in part, the principal of and interest on the Loans and all other
amounts hereunder to be prepaid without premium or penalty."
If the foregoing amendment is agreeable, please sign and return a copy of this
letter, and we will consider the Credit Agreement to be amended accordingly.
Larscom Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. Rod
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. Rod
