**Exhibit4-h**

 

**EXECUTION COPY**

 

 

**ADC Telecommunications, Inc.**

 

**1.00% Convertible Subordinated Notesdue 2008**

 

**$175,000,000 Floating RateConvertible Subordinated Notes due 2013**

 

 

**REGISTRATION RIGHTS AGREEMENT**

 

 

June 4, 2003

 

Banc of America Securities LLCCredit Suisse First Boston LLCMerrill Lynch Pierce Fenner & Smith Incorporated      as Representatives of the InitialPurchasersc/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 SuisseFirst Boston LLC, Merrill Lynch Pierce Fenner & Smith Incorporated and theother initial purchasers listed on Schedule A of the Purchase Agreementreferred to below (collectively, the “**Initial Purchasers**”), upon the terms setforth 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 principalamount) of its 1.00% Convertible Subordinated Notes due 2008 and $175,000,000aggregate principal amount (plus up to an additional $25,000,000 principalamount) of its Floating Rate Subordinated Notes due 2013 (the “**InitialSecurities**”).  The InitialSecurities will be convertible into shares of common stock, par value $0.20 pershare, of the Company (including any security issued with respect thereto uponany stock dividend, split or similar dividend, the “**Common  Stock**”) at theconversion price set forth in the Offering Circular dated May 29, 2003.  The Initial Securities will be issuedpursuant 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 thePurchase Agreement, the Company agrees with the Initial Purchasers, for thebenefit of (i) the Initial Purchasers and (ii) the holders of the Initial Securitiesand 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 toa Shelf Registration Statement (as defined below) (each of the foregoing a “**Holder**” and collectively the “**Holders**”),as follows:

 

1.  *ShelfRegistration*.  (a)  The Company shall, at its cost, prepare and,as promptly as practicable (but in no event more than 90 days after the firstdate of original issuance of the Initial Securities) file with the Securitiesand Exchange Commission (the “**Commission**”)and thereafter use its commercially reasonable efforts to cause to be declaredeffective as soon as practicable (but in no event later than 180 days after thefirst date of original issuance of the Initial Securities) a registrationstatement on Form S-3 (the “**Shelf Registration****Statement**”) relating to theoffer and sale of the Transfer Restricted Securities (as defined in Section5(d) hereof) by the Holders thereof from time to time in accordance with themethods of

 

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

 

(b)  TheCompany shall use its commercially reasonable efforts to keep the ShelfRegistration Statement continuously effective in order to permit the prospectusincluded therein (the “**Prospectus**”)to be lawfully delivered by the Holders of the relevant Securities, for aperiod of two years (or for such longer period if extended pursuant to Section2(h) below) from the date of its effectiveness or such shorter period that willterminate when all the Securities covered by the Shelf Registration Statement(i) have been sold pursuant thereto or pursuant to Rule 144 under theSecurities Act (or any similar provision then in effect), (ii) are no longerrestricted securities (as defined in Rule 144(k) under the Securities Act,or any successor rule thereof), assuming for this purpose that the Holdersthereof are not affiliates of the Company or (iii) have ceased to beoutstanding (whether as a result of repurchase and cancellation, conversion orotherwise) (in any such case, such period being called the “**Shelf Registration Period**”).  Subject to Section 1(d) below, the Companyshall be deemed not to have used commercially reasonable efforts to keep theShelf Registration Statement effective during the requisite period if itvoluntarily takes any action that would result in Holders of Securities coveredthereby 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 theCompany in good faith and contemplated by Section 2(b)(v) below, and theCompany thereafter complies with the requirements of Section 2(h).  At the time the Shelf Registration Statementis declared effective, each Holder who has provided the Company with anappropriately completed Notice and Questionnaire (in the form set forth in theOffering Circular with respect to the Initial Securities) on or prior to thedeadline for response set forth therein and who holds Transfer RestrictedSecurities, shall be named as a selling securityholder in the ShelfRegistration Statement and the related prospectus in such a manner as to permitsuch Holder to deliver such prospectus to purchasers of Transfer RestrictedSecurities in accordance with applicable law. None of the Company’s securityholders (other than the Holders ofTransfer Restricted Securities) shall have the right to include any of theCompany’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 andany amendment or supplement thereto, as of the effective date of the ShelfRegistration Statement, amendment or supplement, (i) to comply in all materialrespects with the applicable requirements of the Securities Act and the rulesand regulations of the Commission and (ii) not to contain any untrue statementof a material fact or omit to state a material fact required to be statedtherein or necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading.

 

(d)  TheCompany may suspend the use of the prospectus for a period (“**SuspensionPeriod**”) not to exceed 45 days in any 90-day period or an aggregateof 90 days in any 365-day period if the Board of Directors of the Company shallhave determined in good faith that because of valid business reasons (notincluding avoidance of the Company’s obligations hereunder), including, withoutlimitation, the acquisition or divestiture of assets, pending corporatedevelopments, public filings with the Commission and similar events, it is inthe interest of the Company to suspend such use, and prior to suspending suchuse the Company provides the Holders with written notice of such suspension,which notice need not specify the nature of the event giving rise to suchsuspension.

 

2.  *RegistrationProcedures*.  In connectionwith the Shelf Registration contemplated by Section 1 hereof, thefollowing provisions shall apply:

 

(a)  (i) Not less than 30 calendar days prior tothe anticipated effective date of the Shelf Registration Statement, the Companyshall mail the Notice and Questionnaire to the Holders of Transfer RestrictedSecurities.  No Holder shall be entitledto be named as a selling securityholder in the Shelf Registration Statement as ofthe 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 RestrictedSecurities at any time, unless such Holder has returned a completed and signedNotice and Questionnaire to the Company at least two business days prior toeffectiveness of the Shelf Registration Statement and has been identified inthe prospectus or prospectus supplement as a selling securityholder.  Notwithstanding the foregoing, upon therequest of any Holder of Transfer Restricted Securities that did not return aNotice and Questionnaire on a timely basis or did not receive a Notice andQuestionnaire because it was a subsequent transferee of Transfer RestrictedSecurities after the Company mailed the Notice and Questionnaire, (x) theCompany shall distribute a Notice and Questionnaire to such Holder at theaddress set forth in the request and (y) upon receipt of a properly completedNotice and Questionnaire from such Holder, the Company will use reasonableefforts to, as promptly as practicable, file any amendments or supplements tothe Shelf Registration Statement so that such Holder may use the ShelfRegistration Statement; provided, however, that the Company shallhave no obligation to pay Additional Interest to such Holder for its failure tofile a pre-effective amendment or prospectus supplement.  The Company may further require each Holderto  furnish to the Company suchinformation regarding the Holder and the distribution of the Transfer RestrictedSecurities  as the Company mayreasonably require for inclusion in the Shelf Registration Statement  and each Holder agrees to supply suchinformation promptly upon such request. Each Holder agrees that such Holder shall immediately notify the Companyif any information previously furnished by such Holder contained in the ShelfRegistration Statement contains any untrue statement of a material fact oromits to state therein a material fact necessary to make the statements thereinnot misleading, and immediately furnish to the Company such additionalinformation or changes as are necessary so that any information regarding suchHolder contained in the Shelf Registration Statement or Prospectus does notcontain an untrue statement of a material fact or omits to state therein amaterial fact necessary to make the statements therein not misleading.

 

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

 

(b)  TheCompany shall give written notice to the Initial Purchasers and the Holders ofthe Securities (which notice pursuant to clauses (ii)-(v) hereof shall beaccompanied by an instruction to suspend the use of the Prospectus until therequisite changes have been made):

 

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

 

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

 

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

 

(iv)  of the receipt by the Company or its legalcounsel of any notification with respect to the suspension of the qualificationof the Securities for sale in any jurisdiction or the initiation or threateningof any proceeding for such purpose;

 

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

 

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

 

(vi)  of the start and completion of anySuspension Period.

 

(c)  TheCompany shall use commercially reasonable efforts to obtain the withdrawal atthe earliest possible time, of any order suspending the effectiveness of theShelf Registration Statement.

 

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

 

(e)  TheCompany shall, during the Shelf Registration Period, deliver to each Holder ofSecurities included within the coverage of the Shelf Registration, withoutcharge, as many copies of the Prospectus (including each preliminaryprospectus) included in the Shelf Registration Statement and any amendment orsupplement thereto as such person may reasonably request.  The Company consents, subject to theprovisions of this Agreement, to the use of the Prospectus or any amendment orsupplement thereto by each of the selling Holders of the Securities inconnection with the offering and sale of the Securities covered by theProspectus, or any amendment or supplement thereto, included in the ShelfRegistration Statement.

 

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

 

(g)  TheCompany shall cooperate with the Holders of the Securities to facilitate thetimely preparation and delivery of certificates representing the Securities tobe sold pursuant to any Registration Statement free of any restrictive legendsand in such denominations and registered in such names as the Holders mayrequest a reasonable period of time prior to sales of the Securities pursuantto the Shelf Registration Statement.

 

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

 

(i)  Not laterthan the effective date of the Shelf Registration Statement, the Company willprovide CUSIP numbers for the Initial Securities and the Common Stockregistered under the Shelf Registration

 

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Statement, and provide the Trustee with printed certificates for theInitial Securities, in a form eligible for deposit with The Depository TrustCompany.

 

(j)  TheCompany will comply with all rules and regulations of the Commission to theextent and so long as they are applicable to the Shelf Registration and willmake generally available to its security holders (or otherwise provide inaccordance with Section 11(a) of the Securities Act) an earnings statementsatisfying the provisions of Section 11(a) of the Securities Act, no laterthan 45 days after the end of a 12-month period (or 90 days, if suchperiod is a fiscal year) beginning with the first month of the Company’s firstfiscal quarter commencing after the effective date of the Shelf RegistrationStatement, which statement shall cover such 12-month period.

 

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

 

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

 

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

 

(n)  TheCompany shall (i) make reasonably available for inspection by the Holders,any underwriter participating in any disposition pursuant to the ShelfRegistration Statement and any attorney, accountant or other agent retained bythe Holders or any such underwriter, all relevant financial and other records,pertinent corporate documents and properties of the Company and (ii) causethe Company’s officers, directors, employees, accountants and auditors tosupply all relevant information reasonably requested by the Holders or any suchunderwriter, attorney, accountant or agent in connection with the ShelfRegistration Statement, in each case, as shall be reasonably necessary to enablesuch persons, to conduct a reasonable investigation within the meaning ofSection 11 of the Securities Act; provided, however, thatthe foregoing inspection and information gathering shall be coordinated onbehalf of the Initial Purchasers by you and on behalf of the other parties, byone counsel designated by and on behalf of such other parties as described inSection 3 hereof; provided, further, however, thatall records, information and documents provided by the Company shall be keptconfidential by such Holders and any such underwriter, attorney, accountant oragent, unless such disclosure is made in connection with a court proceeding orrequired by law, or such records, information or documents are or becomeavailable to the public generally or through a third party without anaccompanying obligation of confidentiality.

 

(o)  TheCompany, if requested by any Holder of Securities covered by the ShelfRegistration Statement in connection with an underwritten public offering shallcause (i) its counsel to deliver an opinion and updates thereof relatingto the Securities in customary form addressed to such Holders and the managingunderwriters, if any, thereof, and dated, in the case of the initial opinion,the effective date of such Shelf Registration Statement (it being agreed thatthe 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 inSection 2(m) hereof; the due authorization, execution, authentication andissuance, and the validity and enforceability, of the Securities; the absenceof governmental approvals required to be obtained in connection with the ShelfRegistration Statement, the offering and sale of the Securities, or anyagreement of the type referred to in Section 2(m) hereof; the complianceas to form of the Shelf Registration Statement and any documents incorporatedby reference therein and of the Indenture with the requirements of theSecurities Act and the Trust Indenture

 

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Act, respectively; and, a letter in customary form stating that as ofthe date of the opinion and as of the effective date of the Shelf RegistrationStatement or most recent post-effective amendment thereto, as the case may be,the absence from the Shelf Registration Statement and the prospectus includedtherein, as then amended or supplemented, and from any documents incorporatedby reference therein of an untrue statement of a material fact or the omissionto state therein a material fact required to be stated therein or necessary tomake 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 werefiled with the Commission under the Exchange Act of 1934, as amended (the “**Exchange Act**”)), (ii) its officers toexecute and deliver all customary documents and certificates and updatesthereof requested by any underwriters of the Securities and (iii) itsindependent public accountants and the independent public accountants withrespect to any other entity for which financial information is provided in theShelf Registration Statement to provide to the selling Holders of theapplicable Securities and any underwriter therefor a comfort letter incustomary form and covering matters of the type customarily covered in comfortletters in connection with primary underwritten offerings, subject to receiptof appropriate documentation as contemplated, and only if permitted, byStatement of Auditing Standards No. 72.

 

(p)  TheCompany will use its best efforts to (a) if the Initial Securities havebeen rated prior to the initial sale of such Initial Securities, confirm suchratings will apply to the Securities covered by a Registration Statement, or(b) if the Initial Securities were not previously rated, cause theSecurities covered by a Registration Statement to be rated with the appropriaterating agencies, if so requested by holders of a majority in aggregateprincipal amount of Securities covered by the Shelf Registration Statement, orby the managing underwriters, if any.

 

(q)  In theevent that any broker-dealer registered under the Exchange Act shall underwriteany Securities or participate as a member of an underwriting syndicate orselling group or “assist in the distribution” (within the meaning of theConduct Rules (the “**Rules**”) of the National Association ofSecurities Dealers, Inc. (“**NASD**”)) thereof, whether as a Holder ofsuch Securities or as an underwriter, a placement or sales agent or a broker ordealer in respect thereof, or otherwise, the Company will assist suchbroker-dealer in complying with the requirements of such Rules, including,without limitation, by (i) if such Rules, including Rule 2720, shallso require, engaging a “qualified independent underwriter” (as defined inRule 2720) to participate in the preparation of the Shelf RegistrationStatement relating to such Securities, to exercise usual standards of duediligence in respect thereto and, if any portion of the offering contemplatedby such Registration Statement is an underwritten offering or is made through aplacement or sales agent, to recommend the yield of such Securities,(ii) indemnifying any such qualified independent underwriter to the extentof the indemnification of underwriters provided in Section 5 hereof and(iii) providing such information to such broker-dealer as may be requiredin order for such broker-dealer to comply with the requirements of the Rules.

 

(r)  TheCompany shall use its best efforts to take all other steps necessary to effectthe registration of the Securities covered by a Registration Statementcontemplated hereby.

 

3.  *RegistrationExpenses*.  (a) All expenses incidentto the Company’s performance of and compliance with this Agreement will beborne by the Company, regardless of whether a Registration Statement is everfiled or becomes effective, including without limitation:

 

(i)  all registration and filing fees andexpenses;

 

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

 

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

 

(iv)  all fees and disbursements of counsel forthe Company;

 

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

 

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

 

The Company will bear its internal expenses (including, withoutlimitation, all salaries and expenses of its officers and employees performinglegal or accounting duties), the expenses of any annual audit and the fees andexpenses of any person, including special experts, retained by the Company.

 

(b)  Inconnection with the Shelf Registration Statement required by this Agreement,the Company will reimburse the Initial Purchasers and the Holders of Securitiescovered by the Shelf Registration Statement, for the reasonable fees anddisbursements of not more than one counsel, designated by the Holders of amajority in principal amount of the Securities covered by the ShelfRegistration Statement (provided that Holders of Common Stock issued upon theconversion of the Initial Securities shall be deemed to be Holders of theaggregate principal amount of Initial Securities from which such Common Stockwas 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 eachperson, if any, who controls such Holder within the meaning of the SecuritiesAct or the Exchange Act (each Holder, and such controlling persons are referredto collectively as the “**Indemnified****Parties**”) from and againstany losses, claims, damages or liabilities, joint or several, or any actions inrespect thereof (including, but not limited to, any losses, claims, damages,liabilities or actions relating to purchases and sales of the Securities) towhich each Indemnified Party may become subject under the Securities Act, theExchange Act or otherwise, insofar as such losses, claims, damages, liabilitiesor actions arise out of or are based upon any untrue statement or allegeduntrue statement of a material fact contained in the Shelf RegistrationStatement or prospectus including any document incorporated by referencetherein, or in any amendment or supplement thereto or in any preliminaryprospectus relating to the Shelf Registration, or arise out of, or are basedupon, the omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading, and shall reimburse, as incurred, the Indemnified Parties for anylegal or other expenses reasonably incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action inrespect thereof; provided, however, that (i) the Companyshall 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 oralleged untrue statement or omission or alleged omission made in the ShelfRegistration Statement or prospectus or in any amendment or supplement theretoor in any preliminary prospectus relating to the Shelf Registration in relianceupon and in conformity with written information pertaining to such Holder andfurnished to the Company by or on behalf of such Holder specifically for inclusiontherein and (ii) with respect to any untrue statement or omission oralleged untrue statement or omission made in any preliminary prospectusrelating to the Shelf Registration Statement, the indemnity agreement containedin this subsection (a) shall not inure to the benefit of any Holder fromwhom the person asserting any such losses, claims, damages or liabilitiespurchased the Securities concerned, to the extent that a prospectus relating tosuch Securities was required to be delivered by such Holder under theSecurities Act in connection with such purchase and any such loss, claim,damage or liability of such Holder results from the fact that there was notsent or given to such person, at or prior to the written confirmation of thesale of such Securities to such person, a copy of the final prospectus if theCompany had previously furnished copies thereof to such Holder; providedfurther, however, that this indemnity agreement will be inaddition to any liability which the Company may otherwise have to suchIndemnified Party.  The Company shallalso indemnify underwriters, their officers and directors and each person whocontrols such underwriters within the meaning of the Securities Act or theExchange Act to the same extent as provided above with respect to theindemnification of the Holders of the Securities if requested by such Holders.

 

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(b)  EachHolder, severally and not jointly, will indemnify and hold harmless theCompany, its officers and directors and each person, if any, who controls theCompany within the meaning of the Securities Act or the Exchange Act from andagainst any losses, claims, damages or liabilities or any actions in respectthereof, to which the Company or any such controlling person may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as suchlosses, claims, damages, liabilities or actions arise out of or are based uponany untrue statement or alleged untrue statement of a material fact containedin the Shelf Registration Statement or prospectus or in any amendment orsupplement thereto or in any preliminary prospectus relating to the ShelfRegistration, or arise out of or are based upon the omission or allegedomission to state therein a material fact necessary to make the statementstherein not misleading, but in each case only to the extent that the untruestatement or omission or alleged untrue statement or omission was made inreliance upon and in conformity with written information pertaining to suchHolder and furnished to the Company by or on behalf of such Holder specificallyfor inclusion therein; and, subject to the limitation set forth immediatelypreceding this clause, shall reimburse, as incurred, the Company for any legalor other expenses reasonably incurred by the Company or any such controllingperson 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 suchHolder may otherwise have to the Company or any of its controlling persons.

 

(c)  Promptlyafter receipt by an indemnified party under this Section 4 of notice ofthe commencement of any action or proceeding (including a governmentalinvestigation), such indemnified party will, if a claim in respect thereof isto be made against the indemnifying party under this Section 4, notify theindemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve itfrom any liability that it may have under subsection (a) or (b) above except tothe extent that it has been materially prejudiced (through the forfeiture ofsubstantive rights or defenses) by such failure; and provided further that thefailure to notify the indemnifying party shall not relieve it from anyliability that it may have to an indemnifiedparty otherwise than under subsection (a) or (b) above.  In case any such action is broughtagainst any indemnified party, and it notifies the indemnifying party of thecommencement thereof, the indemnifying party will be entitled to participatetherein and, to the extent that it may wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, withcounsel reasonably satisfactory to such indemnified party (who shall not,except with the consent of the indemnified party, be counsel to theindemnifying party), and after notice from the indemnifying party to suchindemnified party of its election so to assume the defense thereof theindemnifying party will not be liable to such indemnified party under thisSection 4 for any legal or other expenses, other than reasonable costs ofinvestigation, subsequently incurred by such indemnified party in connectionwith the defense thereof.  Noindemnifying party shall, without the prior written consent of the indemnifiedparty, effect any settlement of any pending or threatened action in respect ofwhich any indemnified party is or could have been a party and indemnity couldhave been sought hereunder by such indemnified party unless such settlement (i)includes an unconditional release of such indemnified party from all liabilityon any claims that are the subject matter of such action, and (ii) does notinclude a statement as to or an admission of fault, culpability or a failure toact by or on behalf of any indemnified party.

 

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

 

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this subsection (d) shall be deemed to include any legal or otherexpenses reasonably incurred by such indemnified party in connection withinvestigating or defending any action or claim which is the subject of thissubsection (d).  Notwithstandingany other provision of this Section 4(d), the Holders shall not berequired to contribute any amount in excess of the amount by which the netproceeds received by such Holders from the sale of the Securities pursuant tothe Shelf Registration Statement exceeds the amount of damages which suchHolders have otherwise been required to pay by reason of such untrue or allegeduntrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contributionfrom any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), eachperson, if any, who controls such indemnified party within the meaning of theSecurities Act or the Exchange Act shall have the same rights to contributionas such indemnified party and each person, if any, who controls the Companywithin the meaning of the Securities Act or the Exchange Act shall have thesame rights to contribution as the Company.

 

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

 

5.  *AdditionalInterest 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 Stockissued upon conversion of the Initial Securities shall be deemed to be holdersof the aggregate principal amount of Initial Securities from which such CommonStock was converted) shall be assessed as follows if any of the followingevents occur (each such event in clauses (i) through (iii) below beingherein called a “**Registration Default**”):

 

(i)  the Shelf Registration Statement has notbeen filed with the Commission by the 90th day after the first dateof original issuance of the Initial Securities;

 

(ii)  the Shelf Registration Statement has notbeen declared effective by the Commission by the 180th day after thefirst date of original issue of the Initial Securities;

 

(iii)  the Shelf Registration Statement is declaredeffective by the Commission but the Shelf Registration Statement thereafterceases to be effective or usable in connection with resales of TransferRestricted Securities during the periods specified herein, except as providedin 5(b) below.

 

Each of the foregoing will constitute a Registration Default whateverthe reason for any such event and whether it is voluntary or involuntary or isbeyond the control of the Company or pursuant to operation of law or as aresult of any action or inaction by the Commission, and each period duringwhich a Registration Default has occurred and is continuing until the earlierof such time as no Registration Default is in effect being herein called a “**RegistrationDefault Period**”).

 

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

 

No Additional Interest shall accrue as to any InitialSecurity or Common Stock from and after the earlier of the date such securityis no longer a Transfer Restricted Security. Following the cure of all Registration Defaults requiring the payment bythe Company of Additional Interest to the Holders of Transfer RestrictedSecurities pursuant to this Section 5, the accrual of Additional Interest willcease (without in any way limiting the effect of any subsequent RegistrationDefault requiring the payment of

 

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

 

(b)  ARegistration Default referred to in Section 5(a)(iii) hereof shall bedeemed not to have occurred and be continuing in relation to the ShelfRegistration Statement or the related prospectus if (i) such RegistrationDefault has occurred solely as a result of (x) the filing of a post-effectiveamendment to the Shelf Registration Statement to incorporate annual auditedfinancial information with respect to the Company where such post-effectiveamendment is not yet effective and needs to be declared effective to permit Holdersto use the related prospectus or (y) other material events, with respect to theCompany that would need to be described in such Shelf Registration Statement orthe related prospectus and (ii) in the case of clause (y), (1) the Company isproceeding promptly and in good faith to amend or supplement the ShelfRegistration Statement and related prospectus to describe such events asrequired by paragraph 2(h) hereof (provided, however, that in anycase if such Registration Default occurs for a continuous period in excess of 5business days, Additional Interest shall be payable in accordance with theabove paragraph from the day such Registration Default occurs until suchRegistration Default is cured) or (2) if applicable, the Company terminates theSuspension Period by the 45th day or 90th day, asapplicable.

 

(c)  Anyamounts of Additional Interest due pursuant to Section 5(a) will bepayable in cash on the regular interest payment dates with respect to theInitial Securities.  The amount ofAdditional Interest will be determined by multiplying the applicable AdditionalInterest Rate by the principal amount of the Initial Securities (or the deemedprincipal amount, in the case of Common Stock), further multiplied by afraction, the numerator of which is the number of days such AdditionalInterest Rate was applicable during such period (determined on the basis of a360-day year comprised of twelve 30-day months), and the denominator of whichis 360.

 

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

 

6.  *Rules 144and 144A*.  The Company shalluse its commercially reasonable efforts to file the reports required to befiled by it under the Securities Act and the Exchange Act in a timely mannerand, 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 solong as necessary to permit sales of their securities pursuant toRules 144 and 144A.  The Companycovenants that it will take such further action as any Holder may reasonablyrequest, all to the extent required from time to time to enable such Holder tosell Transfer Restricted Securities without registration under the SecuritiesAct 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 prospectivepurchasers of Securities identified to the Company by the Initial Purchasersupon request.  Upon the request of anyHolder, the Company shall deliver to such Holder a written statement as towhether it has complied with such requirements.  Notwithstanding the foregoing, nothing in this Section 6shall be deemed to require the Company to register any of its securitiespursuant to the Exchange Act.

 

7.  *UnderwrittenRegistrations*.  If any of theTransfer Restricted Securities covered by the Shelf Registration are to be soldin an underwritten offering, the investment banker or investment bankers andmanager or managers that will administer the offering (“**Managing Underwriters**”) willbe selected by the holders of a majority in aggregate principal amount of suchTransfer Restricted Securities to be included in such offering (provided thatholders of Common Stock issued upon conversion of the Initial Securities shall

 

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

 

No person may participate in any underwrittenregistration hereunder unless such person (i) agrees to sell such person’sTransfer Restricted Securities on the basis reasonably provided in anyunderwriting arrangements approved by the persons entitled hereunder to approvesuch arrangements and (ii) completes and executes all questionnaires, powers ofattorney, indemnities, underwriting agreements and other documents reasonablyrequired under the terms of such underwriting arrangements.

 

8.  *Miscellaneous*.

 

(a)  *Remedies*. The Company acknowledges and agrees that any failure by the Company tocomply with its obligations under Section 1 hereof may result in materialirreparable injury to the Initial Purchasers or the Holders for which there isno adequate remedy at law, that it will not be possible to measure damages forsuch injuries precisely and that, in the event of any such failure, the InitialPurchasers or any Holder may obtain such relief as may be required tospecifically enforce the Company’s obligations under Sections 1hereof.  The Company further agrees towaive the defense in any action for specific performance that a remedy at lawwould be adequate.

 

(b)  *NoInconsistent Agreements*.  TheCompany will not on or after the date of this Agreement enter into anyagreement with respect to its securities that is inconsistent with the rightsgranted to the Holders in this Agreement or otherwise conflicts with theprovisions hereof.  The rights grantedto the Holders hereunder do not in any way conflict with and are notinconsistent with the rights granted to the holders of the Company’s securitiesunder any agreement in effect on the date hereof.

 

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

 

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

 

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

 

(2)  if to the Initial Purchasers;

 

Credit SuisseFirst Boston LLC

Eleven MadisonAvenue

New York, NY10010-3629

Fax No.:  (212) 325-8278

Attention:  Transactions Advisory Group

 

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with a copy to:

 

Davis Polk &Wardwell

450 LexingtonAvenue

New York, NY 10017

Fax No.:  (212) 450-3800

Attention:  Michael P. Kaplan

 

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

 

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

DannetteL. Smith

 

All such notices and communications shall be deemed tohave been duly given:  at the timedelivered by hand, if personally delivered; three business days afterbeing deposited in the mail, postage prepaid, if mailed; when receipt is acknowledgedby recipient’s facsimile machine operator, if sent by facsimile transmission;and on the day delivered, if sent by overnight air courier guaranteeingnext day delivery.

 

(e) *Third Party Beneficiaries.*  The Holders shall be third partybeneficiaries to the agreements made hereunder between the Company, on the onehand, and the Initial Purchasers, on the other hand, and shall have the rightto enforce such agreements directly to the extent they may deem suchenforcement necessary or advisable to protect their rights or the rights ofHolders hereunder.

 

(f)  *Successorsand Assigns*.  This Agreementshall be binding upon the Company and its successors and assigns.

 

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

 

(h)  *Headings*.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

 

(i)  *Governing*Law.  THIS AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDTO PRINCIPLES OF CONFLICTS OF LAWS.

 

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

 

(j)  *Severability*.  If any one or more of the provisionscontained herein, or the application thereof in any circumstance, is heldinvalid, illegal or unenforceable, the validity, legality and enforceability ofany

 

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

 

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

 

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If the foregoing is in accordance with yourunderstanding of our agreement, please sign and return to the Company acounterpart hereof, whereupon this instrument, along with all counterparts,will become a binding agreement among the several Initial Purchasers and theCompany 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 foregoingRegistrationRights Agreement is hereby confirmedand accepted as of the date firstabove written.Banc of America Securities LLCCredit Suisse First Boston LLCMerrill Lynch Pierce Fenner & SmithIncorporated      as Representatives of the InitialPurchasers

 
| 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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