Ex-4.1 Amendment No. 1 to the Rights Agreement, dated November 11, 2005

Exhibit 4.1

AMENDMENT NO. 1 TO
THE RIGHTS AGREEMENT
BETWEEN
ENTERAYS NETWORKS, INC.
AND
EQUISERVE TRUST COMPANY, N.A.

          This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this Amendment”) is made as of November 11, 2005, between Enterasys Networks, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings given them in the Rights Agreement.

          WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of May 28, 2002 (the “Rights Agreement”);

          WHEREAS, the Company is contemplating entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), by and among the Company, Gores ENT Holdings, Inc., and ENT Acquisition Corp., both Delaware corporations, pursuant to which ENT Acquisition Corp. will be merged with and into the Company with the Company as the surviving corporation thereof and following which the Company will become a wholly-owned subsidiary of Gores ENT Holdings, Inc. (the “Merger”);

          WHEREAS, the Board of Directors of the Company has approved the Merger Agreement and the Merger and determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the execution and delivery of the Merger Agreement, and the Company and the Rights Agent desire to evidence such amendment in writing;

          WHEREAS, upon the execution and delivery of the Merger Agreement, Gores ENT Holdings, Inc., ENT Acquisition Corp. and/or its Associates and Affiliates may be deemed to be an “Acquiring Person” under the Rights Agreement, which would trigger certain events pursuant to the terms of the Rights Agreement.

          WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has approved this Amendment and authorized its appropriate officers to execute and deliver the same to the Rights Agent.

          NOW, THEREFORE, in consideration of the promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

AMENDMENT OF SECTION 1: DEFINITION OF “ACQUIRING PERSON”. The definition of “Acquiring Person” set forth in Section 1 of the Agreement is hereby amended by adding the following sentence to the end of that definition:

“Notwithstanding anything in this Agreement to the contrary, no Person shall be or become an Acquiring Person by reason of (i) the execution and delivery of the Merger Agreement (or any amendment thereto) or (ii) the consummation of the transactions contemplated thereby, including the Merger.”

2.

AMENDMENT OF SECTION 1: DEFINITION OF “STOCK ACQUISITION DATE”. The definition of “Stock Acquisition Date” set forth in Section 1 of the Agreement is hereby amended by adding the following sentence to the end of that definition:

“Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred by reason of (i) the execution and delivery of the Merger Agreement (or any amendment thereto) or (ii) the consummation of the transactions contemplated thereby, including the Merger.”

3.

AMENDMENT OF SECTION 1: DEFINITION OF “DISTRIBUTION DATE”. The definition of “Distribution Date” set forth in Section 1 of the Agreement is hereby amended by adding the following sentence to the end of that definition:

“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred by reason of (i) the execution and delivery of the Merger Agreement (or any amendment thereto) or (ii) the consummation of the transactions contemplated thereby, including the Merger.”

4.

AMENDMENT OF SECTION 1: OTHER DEFINITIONS. Section 1 of the Rights Agreement is hereby further amended by adding the following subparagraphs at the end thereof:

     “(p) “Amendment No. 1” shall mean Amendment No. 1 to the Agreement dated as of November 11, 2005 between the Company and the Rights Agent.

     (q) “Gores ENT Holdings” shall have the meaning set forth in Section 35 hereof.

     (r) “Merger” shall have the meaning set forth in the Merger Agreement.

     (s) “Merger Agreement” shall have the meaning set forth in Section 35 hereof.

     (t) “Sub” shall have the meaning set forth in Section 35 hereof.”

2.

AMENDMENT OF SECTION 11(a)(ii). Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement to the contrary, neither (i) the execution and delivery of the Merger Agreement (or any amendment thereto) nor (ii) the consummation of the transactions contemplated thereby, including the Merger, shall be deemed to be an event of the type described in this Section 11(a)(ii) or cause the Rights to be adjusted or to become exercisable in accordance with this Section 11 or otherwise.”

3.

AMENDMENT OF SECTION 13. Section 13 of the Rights Agreement is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything in this Agreement to the contrary, neither (i) the execution and delivery of the Merger Agreement (or any amendment thereto) nor (ii) the consummation of the transactions contemplated thereby, including the Merger, shall be deemed to be an event of the type described in this Section 13 or cause the Rights to be adjusted or to become exercisable in accordance with this Section 13 or otherwise.”

4.

Addition of Section 35. The Rights Agreement is hereby further modified, supplemented and amended by adding the following new Section 35:

“SECTION 35. MERGER WITH ENT ACQUISITION CORP.

          The Company, Gores ENT Holdings, Inc., a Delaware corporation (“Gores ENT Holdings”), and ENT Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Gores ENT Holdings, have entered into an Agreement and Plan of Merger, dated on or about November 11, 2005, (as it may be amended from time to time, the “Merger Agreement”) pursuant to which Company agrees, among other things, to merge with ENT Acquisition Corp., with the Company being the surviving entity and a wholly owned subsidiary of Gores ENT Holdings following the consummation of the merger, according to the terms and conditions set forth in the Merger Agreement (the “Merger”). Notwithstanding anything in this Agreement to the contrary, if the Merger Agreement shall be terminated for any reason, then all of the amendments to this Agreement effected by Amendment No. 1 shall be deemed repealed and deleted without any further action on the part of the Company or the Rights Agent.”

5.

Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. The Rights Agreement, as amended

			by this Amendment, shall remain in full force and effect in accordance with its terms and shall be otherwise unaffected hereby.
	6.		Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
	7.		Benefits of this Amendment. Nothing in this Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the associated Common Shares) any legal or equitable right, remedy or claim under this Amendment or the Rights; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights (and, prior to the Distribution Date, the associated Common Shares).
	8.		Severability. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
	9.		Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of said State applicable to contracts to be made and performed entirely within said State.
	10.		Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed, all as of the date and year first above written.

		ENTERASYS NETWORKS, INC.
		By:		/s/ GERALD M. HAINES II
		Name: Gerald M. Haines II
		Title: Chief Legal Officer
		EQUISERVE TRUST COMPANY, N.A.
		By:		/s/ KATHERINE ANDERSON
		Name: Katherine Anderson
		Title: Managing Director