Exhibit 4.1
COMMSCOPE, INC.
June 14, 2004
The Furukawa Electric Co., Ltd.
0-0, Xxxxxxxxxx 0-xxxxx
Xxxxxxx-xx
Xxxxx 000
Xxxxx
Dear Sirs,
We refer to the Amended and Restated Memorandum of Understanding dated as
of November 15, 2001, as amended by Amendments No. 1 and No. 2 thereto, by
and between The Furukawa Electric Co., Ltd. ("Furukawa") and CommScope
Optical Technologies, Inc. (as assignee of CommScope, Inc. ("CommScope"))
(the "MOU"); to the Stockholders Agreement dated as of October 9, 2002 by
and between Commscope and Furukawa (the "Stockholders Agreement"); and to
the Registration Rights Agreement dated as of October 9, 2002 by and
between CommScope and Furukawa (the "Registration Rights Agreement").
Effective as of the closing of the transactions contemplated by Section 5.6
of the MOU, the aforementioned Stockholders Agreement and Registration
Rights Agreement shall terminate. CommScope agrees not to exercise the Call
Right set forth in Section 6.1 of the Stockholders Agreement from the date
hereof.
Please acknowledge your agreement to the foregoing by executing where
indicated below.
Yours sincerely,
CommScope, Inc.
By: /s/ Xxxxx X. Xxxxx, XX Acknowledged and agreed by:
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Senior Vice President
The Furukawa Electric Co., Ltd.
By:/s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: President, CEO & COO
