MRV Communications, Inc. - Exhibit 4.3



 




Exhibit 4.3




AMENDMENT #1 TO

CONVERTIBLE NOTE



     This Amendment #1 (this “Amendment”) to the Convertible Note (together
will all convertible notes issued in exchange therefore or replacement thereof,
the “Notes”), dated June 4, 2003, issued by MRV Communications, Inc., a
Delaware corporation (the “Company”), to Deutsche Bank, AG London Branch (the
“Holder”) is dated and is effective June 13, 2003.



     1.     Other Indebtedness. The Company and the Holder agree that Section 8 of
the Notes, is hereby amended such that Section 8 of the Notes shall be deleted
in its entirety and the following substituted in lieu thereof:





		
	 	     "(8) Other Indebtedness. Payments of principal and other
payments due under this Note shall not be subordinated to any
obligations of the Company. For so long as this Note is
outstanding, the Company shall not, and shall not permit any of
its Subsidiaries (as defined in the Securities Purchase Agreement)
to, (a) create, issue, incur, assume, guarantee or suffer to exist
any Indebtedness (as defined below) or any Lien (as defined
below), except (i) Indebtedness secured by a purchase money
security interest and monetary obligations under any leasing or
similar arrangement, in each case, incurred in the Company’s
ordinary course of business, (ii) up to an aggregate of
$17,000,000 of unsecured Indebtedness (excluding the Notes and the
Indebtedness described in clauses (iii) and (iv) of this
sentence), (iii) Indebtedness arising from the sale of receivables
with recourse through the Company’s foreign offices in the
ordinary course of business and consistent with past practices and
(iv) Indebtedness under the Company’s outstanding 5% Convertible
Subordinated Notes due June 15, 2003, pursuant to the terms
thereof on the date of the Securities Purchase Agreement (but not
any extension, amendment, refinancing, renewal or replacement of
such Indebtedness); or (b) issue any capital stock of the Company
redeemable prior to the Maturity Date. For purposes of this Note:
(x) “Indebtedness” of any Person means, without duplication (A)
all indebtedness for borrowed money, (B) all obligations issued,
undertaken or assumed as the deferred purchase price of property
or services (other than trade payables entered into in the
ordinary course of business), (C) all reimbursement or payment
obligations with respect to letters of credit, surety bonds and
other similar instruments, (D) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of property,
assets or businesses, (E) all indebtedness created or arising
under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to any property
or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such
agreement in the event of default are limited to repossession or
sale of such property), (F) all indebtedness referred to in
clauses (A) through (E) above secured by (or for which the holder
of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any mortgage, lien, pledge, change,
security interest or other encumbrance upon or in any property or
assets (including accounts and contract rights) owned by any
Person, even though the Person that owns such 



 







 





		
	 	assets or property
has not assumed or become liable for the payment of such
indebtedness,
and (G) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (A)
through (F) above; (y) “Lien” means any mortgage, deed of trust,
pledge, lien (statutory or otherwise), security interest, charge
or other encumbrance or security or preferential arrangement of
any nature, on any property of the Company or its Subsidiaries,
including, without limitation, any conditional sale or title
retention arrangement, any capitalized lease and any assignment,
deposit arrangement or financing lease intended as, or having the
effect of, security; and (z) “Contingent Obligation” means, as to
any Person, any direct or indirect liability, contingent or
otherwise, of that Person with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary
purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of
such liability that such liability will be paid or discharged, or
that any agreements relating thereto will be complied with, or
that the holders of such liability will be protected (in whole or
in part) against loss with respect thereto. Notwithstanding
anything to the contrary in this Note or the Securities Purchase
Agreement, nothing in this Note is intended to restrict the right
of the Company to pay or redeem at maturity its outstanding 5%
Convertible Subordinated Notes due June 15, 2003 (but not any
extension, amendment, refinancing, renewal or replacement
thereof), pursuant to the terms thereof on the date of the
Securities Purchase Agreement, and any such payment or redemption
shall not in any manner constitute an Event of Default under this
Note.”



     2.     Transferees. The Holder agrees that it shall deliver a copy of this
Amendment in connection with its transfer or assignment of the Notes pursuant
to Section 17 of the Notes or otherwise, and be bound by and subject to the
terms and conditions of the Notes, as amended hereby.



     3.     Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument and shall become effective when counterparts
have been signed by each party and delivered to the other party; provided that
a facsimile signature shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature
were an original, not a facsimile signature. If the Company executes this
Amendment with a facsimile signature, the Company shall provide the Holder with
an original signature for each of the Notes held by such Holder within 2
business days of the date hereof.



     4.     Other Provisions. Except as set forth herein, all other provisions of
the Notes shall remain in full force and effect.




* * * * *



 







 




     IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment
to be duly executed as of June 13, 2003.




	 	 	 
	COMPANY:	 	
HOLDER:
	 	 	 
	MRV COMMUNICATIONS, INC	 	
DEUTSCHE BANK, AG LONDON BRANCH
	 	 	 
	                      /s/ Shay Gonen	 	                      /s/
Tracy Fu
	 	 	 
	By:	 	By:
	
	 	

	Name:    Shay Gonen	 	Name:   
Tracy Fu
	
	 	


	Title:     Chief Financial Officer	 	
Title:     Authorized Signatory