EXHIBIT 99.7
AMENDMENT NO. 1 TO THE
CONTRIBUTION AGREEMENT
This Amendment (this "Amendment") to that certain Contribution
Agreement, dated May 12, 1999, (the "Agreement") between Nortel Networks, Inc.,
a corporation organized and existing under the laws of Delaware ("NNI") and
Elastic Networks, Inc., a corporation organized and existing under the laws of
Delaware ( "Elastic"), is entered into as of December 27, 2001 (the "Amendment
Effective Date"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement.
Recitals
NNI and Elastic desire to amend the Agreement to modify the duration of
the non-compete in the Agreement as a condition precedent to an acquisition of
Elastic by Paradyne Networks, Inc.
In consideration of the above recitals and the mutual covenants set
forth herein, the parties hereby amend the Agreement as follows:
I. EXTENSION OF NONCOMPETITION PERIOD. In the first line
of Section 10.04, "thirty-six (36) months" is replaced with
"forty-eight (48) months".
II. INCORPORATION AND RATIFICATION. Except as
specifically amended and modified by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and
affirmed by NNI and Elastic.
NORTEL NETWORKS, INC. ELASTIC NETWORKS, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxx X. Xxxx
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Authorized Signature Authorized Signature
Xxx X. Xxxx, President and CEO
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Printed Name and Title Printed Name and Title
