First Amendment to Termination Agreement among Antec Corporation, Nortel Networks Entities, Broadband Parent Corporation, and Arris Interactive L.L.C.

Summary

This amendment updates a previous Termination Agreement dated October 18, 2000, between Antec Corporation, Nortel Networks Inc., Nortel Networks LLC, Nortel Networks Limited, Broadband Parent Corporation, and Arris Interactive L.L.C. The amendment specifically revises Section 2 of the original agreement, detailing the removal of certain articles and sections from related framework and distributor agreements, effective April 9, 2001. All other terms of the original agreement remain unchanged, and the amendment is binding upon all parties involved.

EX-10.4 6 g68531ex10-4.txt FIRST AMENDMENT TO TERMINATION AGREEMENT 1 EXHIBIT 10.4 FIRST AMENDMENT TO TERMINATION AGREEMENT This FIRST AMENDMENT TO TERMINATION AGREEMENT (this "Amendment") is made this 9th of April, 2001, by and among Antec Corporation, a Delaware corporation ("Antec"), Nortel Networks Inc., a Delaware corporation ("Nortel Networks"), Nortel Networks LLC, a Delaware limited liability company ("Nortel Networks LLC"), Nortel Networks Limited, a Canadian corporation ("Nortel Networks Ltd."), Broadband Parent Corporation, a Delaware corporation ("Broadband Parent Corporation"), and Arris Interactive L.L.C., a Delaware limited liability company ("Existing Venture"), to amend the Termination Agreement, dated October 18, 2000, by and among the same parties (the "Original Agreement" and, as amended hereby, the "Agreement") . All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement. WHEREAS, the parties hereto desire to amend Section 2 of the Original Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment and Restatement of Section 2 of the Original Agreement. Section 2 of the Original Agreement is hereby amended by deleting the same in its entirety and inserting in lieu thereof the following: "2. Notwithstanding the foregoing, in the event that the Terminated Agreements do not earlier terminate pursuant to Section 1 of this Agreement, the following shall occur effective April 9, 2001: (a) the Second Framework Agreement shall be amended by deleting Article IV thereof in its entirety; (b) the First Framework Agreement shall be amended by deleting Article IV thereof in its entirety; (c) the First Distributor Agreement shall be amended by deleting Section 7(i) thereof in its entirety; (d) the Second Distributor Agreement shall be amended by deleting Section 7(h) thereof in its entirety; (e) the International Distributor Agreement shall be amended by deleting Section 7(i) thereof in its entirety; and 2 (f) the Antec Distributor Agreement shall be amended by deleting Section 7(j) thereof in its entirety." 2. Except for the amendments expressly set forth above, the Original Agreement shall remain unchanged and in full force and effect. 3. The provisions of Sections 3, 4 and 5 of the Original Agreement shall apply to this Amendment as if set forth herein in their entirety. [Remainder of page intentionally left blank] 2 3 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Termination Agreement to be executed on the day and year first above written. ANTEC CORPORATION By: /s/ Lawrence A. Margolis ----------------------------- Name: Lawrence A. Margolis Title: Executive Vice President and Chief Financial Officer NORTEL NETWORKS INC. By: /s/ Craig A. Johnson ----------------------------- Name: Craig A. Johnson Title: NORTEL NETWORKS LIMITED By: /s/ Blair F. Morrison ----------------------------- Name: Blair F. Morrison Title: Assistant Secretary By: /s/ William R. Kerr ----------------------------- Name: William R. Kerr Title: Senior Vice President, Corporate Business Development NORTEL NETWORKS LLC By: /s/ Craig A. Johnson ----------------------------- Name: Craig A. Johnson Title: BROADBAND PARENT CORPORATION By: /s/ Lawrence A. Margolis ----------------------------- Name: Lawrence A. Margolis Title: Vice President and Secretary ARRIS INTERACTIVE L.L.C. By: /s/ David B. Potts ----------------------------- Name: David B. Potts Title: Vice President and Chief Financial Officer 3