Exhibit 4.3
[CommScope, Inc. Letterhead]
CONFIDENTIAL
November 9, 2001
Lucent Technologies Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
The Furukawa Electric Co., Ltd.
0-0 Xxxxxxxxxx
0-xxxxx
Xxxxxxx-xx
Xxxxx 000-0000
Xxxxx
Re: Financing Agreement
-------------------
Dear Sirs:
Reference is made to the Financing Agreement among Lucent Technologies
Inc. ("Lucent"), CommScope, Inc. ("CommScope"), and The Furukawa Electric
Co., Ltd. ("Furukawa"), dated July 24, 2001 (the "Financing Agreement").
Capitalized terms used but not defined herein have the meaning
ascribed to them in the Financing Agreement unless otherwise indicated.
The parties hereto agree to amend and supplement the Financing
Agreement as follows:
1. The JV Interest Purchase Amount is hereby amended to be
$203,388,000 and notwithstanding the first paragraph of the
Financing Agreement, such amount shall not be paid in cash.
2. The commitments contemplated by the commitment letters
attached to the Financing Agreement have been (or will be at
Closing) terminated by CommScope. CommScope shall no longer
be obligated to satisfy its obligations under Section 1(a)
of the Financing Agreement.
Lucent Technologies, Inc.
The Furukawa Electric Co., Ltd.
Page 2
November 9, 2001
3. Lucent will accept at Closing, in lieu of $203,388,000 (the
"Backstop Amount") of the cash purchase price payable by or
on behalf of Furukawa under the OFS Purchase Agreement,
10,200,000 shares of Common Stock. For purposes of
calculating the value of the Common Stock on the Closing
Date, the parties agree that the Fair Market Value of the
Common Stock on the Closing Date shall equal $19.94 per
share. Lucent will not be obligated to accept any shares of
Preferred Stock. References to Preferred Stock (and related
provisions that pertain solely to Preferred Stock) in the
Financing Agreement are hereby deleted. References to the
Backstop Amount in the Financing Agreement shall be
referenced to the Backstop Amount as defined herein.
4. CommScope acknowledges and agrees that, notwithstanding the
fact that the JV Interest Purchase Amount will no longer be
in cash as contemplated by paragraph 1 above, CommScope's
obligation under Section 2 of the Financing Agreement to use
its commercially reasonable efforts to raise funds in an
amount equal to the Backstop Amount and CommScope's related
obligation to repurchase from Lucent the Common Stock held
by Lucent, in each case on the terms set forth in Section 2
of the Financing Agreement, shall remain in full force and
effect.
5. The Financing Agreement, as amended and supplemented by this
letter agreement, continues in full force and effect in
accordance with its terms.
If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof by returning to us executed
counterparts hereof, whereupon this letter agreement will become a binding
agreement between Lucent, Furukawa, and CommScope.
Very truly yours,
COMMSCOPE, INC.
by: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
Accepted and agreed to
as of the date first written
above by:
LUCENT TECHNOLOGIES INC.
by: /s/ Xxxxxx X. XxXxxxxx
-----------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Vice President
THE FURUKAWA ELECTRIC CO., LTD.
by: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
Title: Director
