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EXHIBIT 10.3
AMENDMENT TO
PRODUCTS DISTRIBUTOR AGREEMENT
BETWEEN
PRODUCTS VENTURE L.L.C.
AND
ANTEC CORPORATION
THIS AMENDMENT ("Amendment") made as of the 31st day of March 1999, by and
between Arris Interactive L.L.C. (f/k/a Products Venture L.L.C.), a Delaware
limited liability company (the "Joint Venture") and Antec Corporation, a
Delaware corporation, for itself and on behalf of its Affiliates ("Antec").
WHEREAS, the Joint Venture and Antec entered into a Products Distributor
Agreement dated November 17, 1995 ("Agreement"; capitalized terms not otherwise
defined herein shall have their respective meanings set forth in the
Agreement); and
WHEREAS, contemporaneously the Joint Venture, Nortel and Antec are executing
various agreements pursuant to which Nortel is conveying certain assets to the
Joint Venture and as a result the Parties desire to amend the Agreement to
reflect the new terms of the distribution relationship;
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
A. Section 1 of the Agreement shall be amended by deleting in their
entirety the definition for "Products", and "Products Limited Liability Company
Agreement" and inserting the following definitions in their applicable
alphabetized order:
"CABLE MODEM PRODUCTS": shall mean Hardware and/or Software and any
enhancements thereto described on Annex A and which Antec is
authorized to distribute pursuant to the terms of this Agreement.
"CORNERSTONE PRODUCTS": shall mean Hardware and/or Software and any
enhancements thereto described on Annex B and which Antec is
authorized to distribute pursuant to the terms of this Agreement.
"PRODUCTS": shall mean the Cable Modem Products and the Cornerstone
Products, collectively.
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"PRODUCTS LIMITED LIABILITY COMPANY AGREEMENT": shall mean Limited
Liability Company Agreement for the Joint Venture dated as of the date
hereof between Nortel and Antec, as amended from time to time.
B. The second sentence of Section 3 of the Agreement shall be deleted in
its entirety and the following shall be inserted in lieu of this
sentence:
"The Parties agree to execute amendments to exiting Product Annex(es)
or to execute new Annex(es) for the Hardware and Software comprising
the Products distributed hereunder, for replacements and enhancements
thereto, and for new hardware and software that the Joint Venture
manufactures or distributes.
C. A new Section 5.7 of the Agreement shall be inserted:
"5.7 Any revisions to Exhibit G in accordance with Sections 5.1(ii),
5.1(iii), or 5.6(iii) shall be mutually agreed to in writing."
D. A new Section 5.8 of the Agreement shall be inserted:
"5.8 Notwithstanding anything to the contrary contained in this
Section 5, those End Users listed in Exhibit G which are Nortel's
pre-existing customers for the Cable Modem Products shall be
transferred to Antec with notice by Nortel substantially in the form
attached hereto as Exhibit ___that such End User's account is being
transferred to Antec
E. The first and fifth sentences of Section 9.2 of the Agreement shall be
deleted in their entirety and the following shall be inserted in lieu of the
first sentence:
"Except as otherwise provided in a Product Annex, periodically at the
request of either Party, no more often than quarterly, Nortel, Antec
and the Joint Venture shall agree on a revision to the Distributor
Discount so that the Joint Venture's price of the Products to Antec
shall be equal to eighty-five percent (85%) of their best estimate of
the market price for resale of the Products to the End Users to which
Antec is permitted to sell Products hereunder.
F. Except for the amendments expressly set forth above, the Agreement
shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the
date first written above.
ARRIS INTERACTIVE L.L.C. ANTEC CORPORATION
(F/K/A PRODUCTS VENTURE L.L.C.]
/s/ X. Xxxxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Signature Signature
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Name (Please Print or Type) Name (Please Print or Type)
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