Termination Agreement between CommScope, Inc. and The Furukawa Electric Co., Ltd. (June 14, 2004)

Summary

CommScope, Inc. and The Furukawa Electric Co., Ltd. agree to terminate their Stockholders Agreement and Registration Rights Agreement, both dated October 9, 2002, effective upon the closing of certain transactions outlined in their Memorandum of Understanding. CommScope also agrees not to exercise its right to purchase shares (the Call Right) from the date of this letter. Both parties have signed to confirm their agreement to these terms.

EX-4.1 2 lhex4-1.txt Exhibit 4.1 COMMSCOPE, INC. June 14, 2004 The Furukawa Electric Co., Ltd. 6-1, Marunouchi 2-chome Chiyoda-ku Tokyo 100 Japan 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/ Frank B. Wyatt, II Acknowledged and agreed by: ---------------------- Senior Vice President The Furukawa Electric Co., Ltd. By:/s/ Hiroshi Ishihara ---------------------------- Name: Hiroshi Ishihara Title: President, CEO & COO