Exhibit
4-h


 


EXECUTION COPY


 


 


ADC Telecommunications, Inc.


 


1.00% Convertible Subordinated Notes
due 2008


 


$175,000,000 Floating Rate
Convertible Subordinated Notes due 2013


 


 


REGISTRATION RIGHTS AGREEMENT


 


 


June 4, 2003


 


Banc of America Securities LLC

Credit Suisse First Boston LLC

Merrill Lynch Pierce Fenner & Smith Incorporated
      as Representatives of the Initial
Purchasers

c/o Credit Suisse First Boston LLC
      Eleven Madison Avenue
      New York, New York 10010-3629


 


Dear Sirs:


 


ADC Telecommunications, Inc., a Minnesota corporation
(the “Company”),
proposes to issue and sell to Banc of America Securities LLC, Credit Suisse
First Boston LLC, Merrill Lynch Pierce Fenner & Smith Incorporated and the
other initial purchasers listed on Schedule A of the Purchase Agreement
referred to below (collectively, the “Initial Purchasers”), upon the terms set
forth in a purchase agreement dated May 29, 2003 (the “Purchase Agreement”),
$175,000,000 aggregate principal amount (plus up to an additional $25,000,000 principal
amount) of its 1.00% Convertible Subordinated Notes due 2008 and $175,000,000
aggregate principal amount (plus up to an additional $25,000,000 principal
amount) of its Floating Rate Subordinated Notes due 2013 (the “Initial
Securities”).  The Initial
Securities will be convertible into shares of common stock, par value $0.20 per
share, of the Company (including any security issued with respect thereto upon
any stock dividend, split or similar dividend, the “Common  Stock”) at the
conversion price set forth in the Offering Circular dated May 29, 2003.  The Initial Securities will be issued
pursuant to an Indenture, to be dated as of June 4, 2003 (the “Indenture”),
between the Company and U.S. Bank National Association , as trustee  (the “Trustee”).  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of (i) the Initial Purchasers and (ii) the holders of the Initial Securities
and the Common Stock issuable upon conversion of the Initial Securities
(collectively, the “Securities”)
from time to time until such time as such Securities have been sold pursuant to
a Shelf Registration Statement (as defined below) (each of the foregoing a “Holder” and collectively the “Holders”),
as follows:


 


1.  Shelf
Registration.  (a)  The Company shall, at its cost, prepare and,
as promptly as practicable (but in no event more than 90 days after the first
date of original issuance of the Initial Securities) file with the Securities
and Exchange Commission (the “Commission”)
and thereafter use its commercially reasonable efforts to cause to be declared
effective as soon as practicable (but in no event later than 180 days after the
first date of original issuance of the Initial Securities) a registration
statement on Form S-3 (the “Shelf Registration  Statement”) relating to the
offer and sale of the Transfer Restricted Securities (as defined in Section
5(d) hereof) by the Holders thereof from time to time in accordance with the
methods of


 

















 


distribution set forth in the Shelf Registration Statement and
Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) (hereinafter, the “Shelf
Registration”); provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.


 


(b)  The
Company shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus
included therein (the “Prospectus”)
to be lawfully delivered by the Holders of the relevant Securities, for a
period of two years (or for such longer period if extended pursuant to Section
2(h) below) from the date of its effectiveness or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement
(i) have been sold pursuant thereto or pursuant to Rule 144 under the
Securities Act (or any similar provision then in effect), (ii) are no longer
restricted securities (as defined in Rule 144(k) under the Securities Act,
or any successor rule thereof), assuming for this purpose that the Holders
thereof are not affiliates of the Company or (iii) have ceased to be
outstanding (whether as a result of repurchase and cancellation, conversion or
otherwise) (in any such case, such period being called the “Shelf Registration Period”).  Subject to Section 1(d) below, the Company
shall be deemed not to have used commercially reasonable efforts to keep the
Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of Securities covered
thereby not being able to offer and sell such Securities during that period,
unless such action is (i) required by applicable law or (ii) taken by the
Company in good faith and contemplated by Section 2(b)(v) below, and the
Company thereafter complies with the requirements of Section 2(h).  At the time the Shelf Registration Statement
is declared effective, each Holder who has provided the Company with an
appropriately completed Notice and Questionnaire (in the form set forth in the
Offering Circular with respect to the Initial Securities) on or prior to the
deadline for response set forth therein and who holds Transfer Restricted
Securities, shall be named as a selling securityholder in the Shelf
Registration Statement and the related prospectus in such a manner as to permit
such Holder to deliver such prospectus to purchasers of Transfer Restricted
Securities in accordance with applicable law. 
None of the Company’s securityholders (other than the Holders of
Transfer Restricted Securities) shall have the right to include any of the
Company’s securities in the Shelf Registration Statement.


 


(c) 
Notwithstanding any other provisions of this Agreement to the contrary,
the Company shall cause the Shelf Registration Statement and the Prospectus and
any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement, amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission and (ii) not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


(d)  The
Company may suspend the use of the prospectus for a period (“Suspension
Period”) not to exceed 45 days in any 90-day period or an aggregate
of 90 days in any 365-day period if the Board of Directors of the Company shall
have determined in good faith that because of valid business reasons (not
including avoidance of the Company’s obligations hereunder), including, without
limitation, the acquisition or divestiture of assets, pending corporate
developments, public filings with the Commission and similar events, it is in
the interest of the Company to suspend such use, and prior to suspending such
use the Company provides the Holders with written notice of such suspension,
which notice need not specify the nature of the event giving rise to such
suspension.


 


2.  Registration
Procedures.  In connection
with the Shelf Registration contemplated by Section 1 hereof, the
following provisions shall apply:


 


(a)  (i) Not less than 30 calendar days prior to
the anticipated effective date of the Shelf Registration Statement, the Company
shall mail the Notice and Questionnaire to the Holders of Transfer Restricted
Securities.  No Holder shall be entitled
to be named as a selling securityholder in the Shelf Registration Statement as of
the Effective Date, and no Holder shall be entitled to use the prospectus


 


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forming a part thereof for offers and resales of Transfer Restricted
Securities at any time, unless such Holder has returned a completed and signed
Notice and Questionnaire to the Company at least two business days prior to
effectiveness of the Shelf Registration Statement and has been identified in
the prospectus or prospectus supplement as a selling securityholder.  Notwithstanding the foregoing, upon the
request of any Holder of Transfer Restricted Securities that did not return a
Notice and Questionnaire on a timely basis or did not receive a Notice and
Questionnaire because it was a subsequent transferee of Transfer Restricted
Securities after the Company mailed the Notice and Questionnaire, (x) the
Company shall distribute a Notice and Questionnaire to such Holder at the
address set forth in the request and (y) upon receipt of a properly completed
Notice and Questionnaire from such Holder, the Company will use reasonable
efforts to, as promptly as practicable, file any amendments or supplements to
the Shelf Registration Statement so that such Holder may use the Shelf
Registration Statement; provided, however, that the Company shall
have no obligation to pay Additional Interest to such Holder for its failure to
file a pre-effective amendment or prospectus supplement.  The Company may further require each Holder
to  furnish to the Company such
information regarding the Holder and the distribution of the Transfer Restricted
Securities  as the Company may
reasonably require for inclusion in the Shelf Registration Statement  and each Holder agrees to supply such
information promptly upon such request. 
Each Holder agrees that such Holder shall immediately notify the Company
if any information previously furnished by such Holder contained in the Shelf
Registration Statement contains any untrue statement of a material fact or
omits to state therein a material fact necessary to make the statements therein
not misleading, and immediately furnish to the Company such additional
information or changes as are necessary so that any information regarding such
Holder contained in the Shelf Registration Statement or Prospectus does not
contain an untrue statement of a material fact or omits to state therein a
material fact necessary to make the statements therein not misleading.


 


(ii)  The Company shall (A) furnish to each
Initial Purchaser, prior to the filing thereof with the Commission, a copy of
the Shelf Registration Statement and each amendment thereof and each
supplement, if any, to the prospectus included therein and, in the event that
an Initial Purchaser (with respect to any portion of an unsold allotment from
the original offering) is participating in the Shelf Registration Statement,
shall use its best efforts to reflect in each such document, when so filed with
the Commission, such comments as such Initial Purchaser reasonably may propose;
and (B) include the names of the Holders who propose to sell Securities
pursuant to the Shelf Registration Statement as selling securityholders.


 


(b)  The
Company shall give written notice to the Initial Purchasers and the Holders of
the Securities (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made):


 


(i)  when the Shelf Registration Statement or any
amendment thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has become
effective;


 


(ii)  of any request by the Commission for
amendments or supplements to the Shelf Registration Statement or the prospectus
included therein or for additional information;


 


(iii)  of the issuance by the Commission of any
stop order suspending the effectiveness of the Shelf Registration Statement or
the initiation of any proceedings for that purpose;


 


(iv)  of the receipt by the Company or its legal
counsel of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose;


 


(v)  of the happening of any event that requires
the Company to make changes in the Shelf Registration Statement or the
Prospectus in order that the Shelf Registration Statement or the
Prospectus  does not contain an untrue
statement of a material fact nor omit to state a material fact


 


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required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading; and


 


(vi)  of the start and completion of any
Suspension Period.


 


(c)  The
Company shall use commercially reasonable efforts to obtain the withdrawal at
the earliest possible time, of any order suspending the effectiveness of the
Shelf Registration Statement.


 


(d)  The
Company shall furnish to each Holder of Securities included within the coverage
of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Holder so requests in writing,
all exhibits thereto (including those, if any, incorporated by reference).


 


(e)  The
Company shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the Prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any amendment or
supplement thereto as such person may reasonably request.  The Company consents, subject to the
provisions of this Agreement, to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.


 


(f)  Prior to
any public offering of the Securities pursuant to the Shelf Registration
Statement, the Company shall register or qualify or cooperate with the Holders
of the Securities included therein and their respective counsel in connection
with the registration or qualification of the Securities for offer and sale
under the securities or “blue sky” laws of such states of the United States as
any Holder of the Securities reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities covered by such Registration Statement; provided,
however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where it is not then so subject.


 


(g)  The
Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to
be sold pursuant to any Registration Statement free of any restrictive legends
and in such denominations and registered in such names as the Holders may
request a reasonable period of time prior to sales of the Securities pursuant
to the Shelf Registration Statement.


 


(h)  Upon the
occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 2(b) above during the period for which the Company is required to
maintain an effective Shelf Registration Statement, the Company shall, subject
to Section 1(d) above promptly prepare and file a post-effective amendment to
the Shelf Registration Statement or an amendment or supplement to the
Prospectus and any other required document so that, as thereafter delivered to
Holders or purchasers of the Securities, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.  If the Company notifies the Initial
Purchasers and the Holders in accordance with paragraphs 1(d) or
(ii) through (v) of Section 2(b) above to suspend the use of the
Prospectus  until the requisite changes
to the Prospectus have been made, then the Initial Purchasers and the Holders
shall suspend use of such prospectus, and the period of effectiveness of the
Shelf Registration Statement provided for in Section 1(b) above shall be
extended by the number of days from and including the date of the giving of
such notice to and including the date when the Initial Purchasers and the
Holders shall have received such amended or supplemented prospectus pursuant to
this Section 2(h).


 


(i)  Not later
than the effective date of the Shelf Registration Statement, the Company will
provide CUSIP numbers for the Initial Securities and the Common Stock
registered under the Shelf Registration


 


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Statement, and provide the Trustee with printed certificates for the
Initial Securities, in a form eligible for deposit with The Depository Trust
Company.


 


(j)  The
Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Shelf Registration and will
make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later
than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Shelf Registration
Statement, which statement shall cover such 12-month period.


 


(k)  The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended, (the “Trust Indenture
Act”) in a timely manner and containing such changes, if any, as
shall be necessary for such qualification. 
In the event that such qualification would require the appointment of a
new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


 


(l)  The
Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to
time reasonably require for inclusion in the Shelf Registration Statement.


 


(m)  The
Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other actions, if
any, as any Holder shall reasonably request in order to facilitate the
disposition of the Securities pursuant to the Shelf Registration.


 


(n)  The
Company shall (i) make reasonably available for inspection by the Holders,
any underwriter participating in any disposition pursuant to the Shelf
Registration Statement and any attorney, accountant or other agent retained by
the Holders or any such underwriter, all relevant financial and other records,
pertinent corporate documents and properties of the Company and (ii) cause
the Company’s officers, directors, employees, accountants and auditors to
supply all relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to enable
such persons, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however, that
the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by you and on behalf of the other parties, by
one counsel designated by and on behalf of such other parties as described in
Section 3 hereof; provided, further, however, that
all records, information and documents provided by the Company shall be kept
confidential by such Holders and any such underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such records, information or documents are or become
available to the public generally or through a third party without an
accompanying obligation of confidentiality.


 


(o)  The
Company, if requested by any Holder of Securities covered by the Shelf
Registration Statement in connection with an underwritten public offering shall
cause (i) its counsel to deliver an opinion and updates thereof relating
to the Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof, and dated, in the case of the initial opinion,
the effective date of such Shelf Registration Statement (it being agreed that
the matters to be covered by such opinion shall include, without limitation,
the due incorporation and good standing of the Company; the due authorization,
execution and delivery of the relevant agreement of the type referred to in
Section 2(m) hereof; the due authorization, execution, authentication and
issuance, and the validity and enforceability, of the Securities; the absence
of governmental approvals required to be obtained in connection with the Shelf
Registration Statement, the offering and sale of the Securities, or any
agreement of the type referred to in Section 2(m) hereof; the compliance
as to form of the Shelf Registration Statement and any documents incorporated
by reference therein and of the Indenture with the requirements of the
Securities Act and the Trust Indenture


 


5

















 


Act, respectively; and, a letter in customary form stating that as of
the date of the opinion and as of the effective date of the Shelf Registration
Statement or most recent post-effective amendment thereto, as the case may be,
the absence from the Shelf Registration Statement and the prospectus included
therein, as then amended or supplemented, and from any documents incorporated
by reference therein of an untrue statement of a material fact or the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading (in the case of any such documents,
in the light of the circumstances existing at the time that such documents were
filed with the Commission under the Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) its officers to
execute and deliver all customary documents and certificates and updates
thereof requested by any underwriters of the Securities and (iii) its
independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the
Shelf Registration Statement to provide to the selling Holders of the
applicable Securities and any underwriter therefor a comfort letter in
customary form and covering matters of the type customarily covered in comfort
letters in connection with primary underwritten offerings, subject to receipt
of appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72.


 


(p)  The
Company will use its best efforts to (a) if the Initial Securities have
been rated prior to the initial sale of such Initial Securities, confirm such
ratings will apply to the Securities covered by a Registration Statement, or
(b) if the Initial Securities were not previously rated, cause the
Securities covered by a Registration Statement to be rated with the appropriate
rating agencies, if so requested by holders of a majority in aggregate
principal amount of Securities covered by the Shelf Registration Statement, or
by the managing underwriters, if any.


 


(q)  In the
event that any broker-dealer registered under the Exchange Act shall underwrite
any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the
Conduct Rules (the “Rules”) of the National Association of
Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of
such Securities or as an underwriter, a placement or sales agent or a broker or
dealer in respect thereof, or otherwise, the Company will assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall
so require, engaging a “qualified independent underwriter” (as defined in
Rule 2720) to participate in the preparation of the Shelf Registration
Statement relating to such Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated
by such Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 5 hereof and
(iii) providing such information to such broker-dealer as may be required
in order for such broker-dealer to comply with the requirements of the Rules.


 


(r)  The
Company shall use its best efforts to take all other steps necessary to effect
the registration of the Securities covered by a Registration Statement
contemplated hereby.


 


3.  Registration
Expenses.  (a) All expenses incident
to the Company’s performance of and compliance with this Agreement will be
borne by the Company, regardless of whether a Registration Statement is ever
filed or becomes effective, including without limitation:


 


(i)  all registration and filing fees and
expenses;


 


(ii)  all fees and expenses of compliance with
federal securities and state “blue sky” or securities laws;


 


(iii)  all expenses of printing (including printing
certificates for the Securities to be issued and printing of Prospectuses),
messenger and delivery services and telephone;


 


(iv)  all fees and disbursements of counsel for
the Company;


 


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(v)  all application and filing fees in
connection with listing the Securities on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and


 


(vi)  all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance).


 


The Company will bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any person, including special experts, retained by the Company.


 


(b)  In
connection with the Shelf Registration Statement required by this Agreement,
the Company will reimburse the Initial Purchasers and the Holders of Securities
covered by the Shelf Registration Statement, for the reasonable fees and
disbursements of not more than one counsel, designated by the Holders of a
majority in principal amount of the Securities covered by the Shelf
Registration Statement (provided that Holders of Common Stock issued upon the
conversion of the Initial Securities shall be deemed to be Holders of the
aggregate principal amount of Initial Securities from which such Common Stock
was converted) to act as counsel for the Holders in connection therewith.


 


4.  Indemnification.  (a) 
The Company agrees to indemnify and hold harmless each Holder and each
person, if any, who controls such Holder within the meaning of the Securities
Act or the Exchange Act (each Holder, and such controlling persons are referred
to collectively as the “Indemnified  Parties”) from and against
any losses, claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Securities) to
which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Shelf Registration
Statement or prospectus including any document incorporated by reference
therein, or in any amendment or supplement thereto or in any preliminary
prospectus relating to the Shelf Registration, or arise out of, or are based
upon, the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse, as incurred, the Indemnified Parties for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in the Shelf
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to the Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for inclusion
therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus
relating to the Shelf Registration Statement, the indemnity agreement contained
in this subsection (a) shall not inure to the benefit of any Holder from
whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to
such Securities was required to be delivered by such Holder under the
Securities Act in connection with such purchase and any such loss, claim,
damage or liability of such Holder results from the fact that there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such Securities to such person, a copy of the final prospectus if the
Company had previously furnished copies thereof to such Holder; provided
further, however, that this indemnity agreement will be in
addition to any liability which the Company may otherwise have to such
Indemnified Party.  The Company shall
also indemnify underwriters, their officers and directors and each person who
controls such underwriters within the meaning of the Securities Act or the
Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.


 


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(b)  Each
Holder, severally and not jointly, will indemnify and hold harmless the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act from and
against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in the Shelf Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to the Shelf
Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company for any legal
or other expenses reasonably incurred by the Company or any such controlling
person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. 
This indemnity agreement will be in addition to any liability which such
Holder may otherwise have to the Company or any of its controlling persons.


 


(c)  Promptly
after receipt by an indemnified party under this Section 4 of notice of
the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 4, notify the
indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it
from any liability that it may have under subsection (a) or (b) above except to
the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified
party otherwise than under subsection (a) or (b) above.  In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 4 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(d)  If the
indemnification provided for in this Section 4 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a)
or (b) above in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and the indemnified party
on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities (or actions in respect thereof) as
well as any other relevant equitable considerations.  The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of


 


8

















 


this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding
any other provision of this Section 4(d), the Holders shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to
the Shelf Registration Statement exceeds the amount of damages which such
Holders have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each
person, if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company.


 


(e)  The
agreements contained in this Section 4 shall survive the sale of the
Securities pursuant to the Shelf Registration Statement and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.


 


5.  Additional
Interest Under Certain Circumstances.  (a)  Additional interest (the “Additional  Interest”)
with respect to the Initial Securities that are Transfer Restricted Securities
(provided that for the purpose of this Section 5, holders of Common Stock
issued upon conversion of the Initial Securities shall be deemed to be holders
of the aggregate principal amount of Initial Securities from which such Common
Stock was converted) shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (iii) below being
herein called a “Registration Default”):


 


(i)  the Shelf Registration Statement has not
been filed with the Commission by the 90th day after the first date
of original issuance of the Initial Securities;


 


(ii)  the Shelf Registration Statement has not
been declared effective by the Commission by the 180th day after the
first date of original issue of the Initial Securities;


 


(iii)  the Shelf Registration Statement is declared
effective by the Commission but the Shelf Registration Statement thereafter
ceases to be effective or usable in connection with resales of Transfer
Restricted Securities during the periods specified herein, except as provided
in 5(b) below.


 


Each of the foregoing will constitute a Registration Default whatever
the reason for any such event and whether it is voluntary or involuntary or is
beyond the control of the Company or pursuant to operation of law or as a
result of any action or inaction by the Commission, and each period during
which a Registration Default has occurred and is continuing until the earlier
of such time as no Registration Default is in effect being herein called a “Registration
Default Period”).


 


Additional Interest shall accrue on the Initial
Securities over and above the interest set forth in the title of the Initial
Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults
have been cured, at a rate of 0.25% per annum for the first 90 days of the
Registration Default Period, and at a rate of 0.50% per annum thereafter for
the remaining portion of the Registration Default Period, (in each case, the “Additional
Interest Rate”) provided that in no event shall the Additional
Interest Rate exceed 0.50% per annum.


 


No Additional Interest shall accrue as to any Initial
Security or Common Stock from and after the earlier of the date such security
is no longer a Transfer Restricted Security. 
Following the cure of all Registration Defaults requiring the payment by
the Company of Additional Interest to the Holders of Transfer Restricted
Securities pursuant to this Section 5, the accrual of Additional Interest will
cease (without in any way limiting the effect of any subsequent Registration
Default requiring the payment of


 


9

















 


Additional Interest by the Company). 
All of the Company’s obligations set forth in this Section 5 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such security have been satisfied
in full.


 


(b)  A
Registration Default referred to in Section 5(a)(iii) hereof shall be
deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to the Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit Holders
to use the related prospectus or (y) other material events, with respect to the
Company that would need to be described in such Shelf Registration Statement or
the related prospectus and (ii) in the case of clause (y), (1) the Company is
proceeding promptly and in good faith to amend or supplement the Shelf
Registration Statement and related prospectus to describe such events as
required by paragraph 2(h) hereof (provided, however, that in any
case if such Registration Default occurs for a continuous period in excess of 5
business days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured) or (2) if applicable, the Company terminates the
Suspension Period by the 45th day or 90th day, as
applicable.


 


(c)  Any
amounts of Additional Interest due pursuant to Section 5(a) will be
payable in cash on the regular interest payment dates with respect to the
Initial Securities.  The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest Rate by the principal amount of the Initial Securities (or the deemed
principal amount, in the case of Common Stock), further multiplied by a
fraction, the numerator of which is the number of days such Additional
Interest Rate was applicable during such period (determined on the basis of a
360-day year comprised of twelve 30-day months), and the denominator of which
is 360.


 


(d)  “Transfer
Restricted Securities” means each Security until (i) the date
on which such Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or
(ii) the date on which such Security is distributed to the public pursuant
to Rule 144 under the Securities Act (or any similar provision then in
force) or is saleable pursuant to Rule 144(k) under the Securities Act if,
as a result, the legends with respect to transfer restrictions required under
the Indenture are removed or removable in accordance with the terms thereof.


 


6.  Rules 144
and 144A.  The Company shall
use its commercially reasonable efforts to file the reports required to be
filed by it under the Securities Act and the Exchange Act in a timely manner
and, if at any time the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available other information so
long as necessary to permit sales of their securities pursuant to
Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Transfer Restricted Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)).  The Company will provide a copy of this Agreement to prospective
purchasers of Securities identified to the Company by the Initial Purchasers
upon request.  Upon the request of any
Holder, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in this Section 6
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.


 


7.  Underwritten
Registrations.  If any of the
Transfer Restricted Securities covered by the Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering (“Managing Underwriters”) will
be selected by the holders of a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering (provided that
holders of Common Stock issued upon conversion of the Initial Securities shall


 


10

















 


not be deemed holders of Common Stock, but shall be deemed to be
holders of the aggregate principal amount of Initial Securities from which such
Common Stock was converted).


 


No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


 


8.  Miscellaneous.


 


(a)  Remedies. 
The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 1 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Sections 1
hereof.  The Company further agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


 


(b)  No
Inconsistent Agreements.  The
Company will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s securities
under any agreement in effect on the date hereof.


 


(c)  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents
(provided that holders of Common Stock issued upon conversion of Initial
Securities shall not be deemed holders of Common Stock, but shall be deemed to
be holders of the aggregate principal amount of Initial Securities from which
such Common Stock was converted). 
Without the consent of the Holder of each Initial Security that is a
Transfer Restricted Security, however, no modification may change the
provisions relating to the payment of Additional Interest.


 


(d)  Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
first-class mail return receipt requested, facsimile transmission, or air
courier which guarantees overnight delivery:


 


(1)  if to a
Holder of the Securities, at the most current address given by such Holder to
the Company.


 


(2)  if to the Initial Purchasers;


 


Credit Suisse
First Boston LLC


Eleven Madison
Avenue


New York, NY
10010-3629


Fax No.:  (212) 325-8278


Attention:  Transactions Advisory Group


 


11

















 


with a copy to:


 


Davis Polk &
Wardwell


450 Lexington
Avenue


New York, NY 10017


Fax No.:  (212) 450-3800


Attention:  Michael P. Kaplan


 


(3)           if to the Company, at its address as
follows:


 


ADC Telecommunications, Inc.


13625 Technology Drive


Eden Prairie, Minnesota 55440


Attention: General Counsel


 


 


with a copy to:


 


Dorsey & Whitney LLP


Suite 1500


50 South Six Street


Minneapolis, MN 5502


Attention: Jay L. Swanson


Dannette
L. Smith


 


All such notices and communications shall be deemed to
have been duly given:  at the time
delivered by hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged
by recipient’s facsimile machine operator, if sent by facsimile transmission;
and on the day delivered, if sent by overnight air courier guaranteeing
next day delivery.


 


(e) Third Party Beneficiaries.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.


 


(f)  Successors
and Assigns.  This Agreement
shall be binding upon the Company and its successors and assigns.


 


(g)  Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.


 


By the execution and delivery of this Agreement, the
Company submits to the nonexclusive jurisdiction of any federal or state court
in the State of New York.


 


(j)  Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any


 


12

















 


such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k)  Securities
Held by the Company. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the
Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


 


13

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers and the
Company in accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ADC TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Robert E. Switz

  
	
   

  	
   

  	
  Name:

  	
  Robert E. Switz

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  



 


 


The foregoing
Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.





Banc of America Securities LLC

Credit Suisse First Boston LLC

Merrill Lynch Pierce Fenner & Smith
Incorporated
      as Representatives of the Initial
Purchasers




 


	
  By:  Banc
  of America Securities LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  
	
   

  	
  /s/ Robert Santangelo

  	
   

  
	
   

  	
  Name:  Robert
  Santangelo

  	
   

  
	
   

  	
  Title:    Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  Credit
  Suisse First Boston LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  
	
   

  	
  /s/ Brian D. Host

  	
   

  
	
   

  	
  Name:  Brian D.
  Host

  	
   

  
	
   

  	
  Title:    Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  merrill
  lynch pierce fenner & smith incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  
	
   

  	
  /s/ Hubert Chang

  	
   

  
	
   

  	
  Name:  Hubert
  Chang

  	
   

  
	
   

  	
  Title:    Vice
  President

  	
   

  



 


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