Exhibit 4.3



 





Exhibit 4.3



EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




between




RF MICRO DEVICES, INC.,




as Issuer




and




MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED




Dated as of April 4, 2007




 









 





     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 4,
2007 by and among RF Micro Devices, Inc., a North Carolina corporation (the “Company”) and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”) pursuant to the Purchase
Agreement, dated March 29, 2007 (the “Purchase Agreement”), between the Company and the Initial
Purchaser. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the
Company has agreed to provide the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.



     The Company agrees with the Initial Purchaser, (i) for its benefit as Initial Purchaser and
(ii) for the benefit of the beneficial owners (including the Initial Purchaser) from time to time
of the Notes (as defined herein) and the beneficial owners from time to time of the Underlying
Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoing a
“Holder” and, together, the “Holders”), as follows:



     SECTION 1. DEFINITIONS. Capitalized terms used herein without definition have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
terms have the following meanings:



     “2012 Notes” means the 0.75% Convertible Notes due 2012 of the Company to be purchased
pursuant to the Purchase Agreement.



     “2014 Notes” means the 1.00% Convertible Notes due 2014 of the Company to be purchased
pursuant to the Purchase Agreement.



     “Additional Interest” has the meaning set forth in Section 2(e) hereof.



     “Additional Interest Accrual Period” has the meaning set forth in Section 2(e) hereof.



     “Additional Interest Payment Date” means each interest payment date under the applicable
Indenture.



     “Affiliate” with respect to any specified person, means an “affiliate,” as defined in Rule
144, of such person.



     “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(d) hereof.



     “Applicable Conversion Price” as of any date of determination means the Conversion Price with
respect to the applicable Notes in effect as of such date of determination or, if no applicable
Notes are then outstanding, the Conversion Price that would be in effect were applicable Notes then
outstanding.



     “Automatic Shelf Registration Filing Date” has the meaning set forth in Section 2(a).



     “Automatic Shelf Registration Statement” has the meaning set forth in Section 2(a).



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     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in the City of New York are authorized or obligated by law or executive
order to close.



     “Common Stock” means the shares of common stock, no par value, of the Company and any other
shares of common stock as may constitute “Common Stock” for purposes of the applicable Indenture,
including the Underlying Common Stock.



     “Company” has the meaning set forth in the first paragraph of this Agreement and also includes
the Company’s successors.



     “Conversion Price” has the meaning assigned such term in the applicable Indenture.



     “Deferral Notice” has the meaning set forth in Section 3(h) hereof.



     “Deferral Period” has the meaning set forth in Section 3(h) hereof.



     “Effectiveness Deadline Date” has the meaning set forth in Section 2(a) hereof.



     “Effectiveness Period” means two years from the date of filing of the Initial Shelf
Registration Statement or, if a shorter period, from the date of the Initial Shelf Registration
Statement until either of (i) the sale pursuant to a Shelf Registration Statement of all the
Registrable Securities or (ii) the expiration of the holding period applicable to the Registrable
Securities held by Holders that are not Affiliates of the Company under Rule 144(k) under the
Securities Act.



     “Event” has the meaning set forth in Section 2(e) hereof.



     “Event Date” has the meaning set forth in Section 2(e) hereof.



     “Event Termination Date” has the meaning set forth in Section 2(e) hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     “Filing Deadline Date” has the meaning set forth in Section 2(a) hereof.



     “Holder” has the meaning set forth in the second paragraph of this Agreement.



     “Indentures” means the Indenture pursuant to which the 2012 Notes are being issued and the
Indenture pursuant to which the 2014 Notes are being issued, together, in each case, dated as of
the date hereof, between the Company and the Trustee.



     “Initial Purchaser” has the meaning set forth in the first paragraph of this Agreement.



     “Initial Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.



     “Issue Date” means April 4, 2007, or if later, the latest date of original issuance of the
Notes.



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     “Issuer Free Writing Prospectus” has the meaning set forth in Section 2(f) hereof.



     “Losses” has the meaning set forth in Section 6 hereof.



     “Material Event” has the meaning set forth in Section 3(h) hereof.



     “Notes” means the 2012 Notes and the 2014 Notes, together.



     “Notice and Questionnaire” means a written notice delivered to the Company by a Holder
containing any information with respect to the Holder necessary to amend the Registration Statement
or supplement the related Prospectus with respect to the intended distribution of Registrable
Securities by such Holder.



     “Notice Holder” means, on any date, any Holder that has delivered a Notice and Questionnaire
to the Company on or prior to such date and holds Registrable Securities, as of such dates.



     “Prospectus” means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Prospectus.



     “Purchase Agreement” has the meaning set forth in the first paragraph of this Agreement.



     “Record Holder” means the holder of record of Registrable Securities on the record date with
respect to the interest payment date under the Indenture on which Additional Interest is payable.



     “Registrable Securities” means the Notes, until such Notes have been converted into or
exchanged for the Underlying Common Stock and, at all times subsequent to any such conversion or
exchange, the Underlying Common Stock and any securities into or for which such Underlying Common
Stock have been converted or exchanged, and any security issued with respect thereto upon any stock
dividend, split or similar event until, in the case of any such security, (A) the earliest of (i)
its effective registration under the Securities Act and resale in accordance with the Registration
Statement covering it, (ii) expiration of the holding period that would be applicable thereto under
Rule 144(k) under the Securities Act were it not held by an Affiliate of the Company or (iii) its
sale to the public pursuant to Rule 144, and (B) as a result of the event or circumstance described
in any of the foregoing clauses (i) through (iii), the legends with respect to transfer
restrictions required under the Indenture are removed or removable in accordance with the terms of
the applicable Indenture or such legend, as the case may be.



     “Registration Expenses” has the meaning set forth in Section 5 hereof.



     “Registration Statement” means any registration statement of the Company that covers any of
the Registrable Securities pursuant to the provisions of this Agreement including the



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Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all materials incorporated by reference or explicitly
deemed to be incorporated by reference in such registration statement.



     “Restricted Securities” has the meaning for this term as defined in Rule 144.



     “Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.



     “Rule 144A” means Rule 144A under the Securities Act, as such rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the SEC thereunder.



     “Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.



     “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(b) hereof.



     “TIA” means the Trust Indenture Act of 1939, as amended.



     “Trustee” means U.S. Bank National Association (or any successor entity), the Trustee under
each of the Indentures.



     “Underlying Common Stock” means the Common Stock into which the Notes are convertible or
issued upon any such conversion.



     SECTION 2. SHELF REGISTRATION.



          (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon
as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) days after the
Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the
resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial
Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on an
appropriate form permitting registration of such Registrable Securities for resale by such Holders
in accordance with the methods of distribution elected by the Holders and set forth in the Initial
Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Initial
Shelf Registration Statement to be declared effective under the Securities Act as promptly as is
practicable but in any event within one hundred and eighty (180) days after the Issue Date (the
“Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the
expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement
(other than an automatic shelf registration statement if the Company is a well-known seasoned
issuer, as defined in Rule 405 under the Securities Act (an “Automatic



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Shelf Registration Statement”)) is declared effective, each Holder that became a Notice Holder
and that has provided the Company with an appropriately completed Notice and Questionnaire, in each
case on or prior to the date five (5) Business Days prior to such time of effectiveness, shall be
named as a selling securityholder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of
Registrable Securities in accordance with applicable law. In the case of an Automatic Shelf
Registration Statement, the Company will issue a press release soliciting completed Notice and
Questionnaires in advance of the filing and effectiveness of the registration statement, or
promptly after the filing and effectiveness of the registration statement, so long as Holders have
at least twenty (20) days following the issuance of such press release to furnish their written
Notice and Questionnaires to the Company. From and after the date that the Shelf Registration
Statement becomes effective or is first declared effective by the SEC, upon receipt of a completed
Notice and Questionnaire and such other information that the Company may reasonably request in
writing, if any, the Company will use its commercially reasonable efforts to file within twenty
(20) business days any amendments or supplements to the Shelf Registration Statement necessary for
such Holder to be named as a selling securityholder in the Prospectus contained therein to permit
such Holder to deliver the Prospectus to purchasers of the Holder’s Notes (subject to the Company’s
right to suspend the Shelf Registration Statement as described in Section 3(h) below); provided,
however, that the Shelf Registration Statement shall include the disclosure required by Rule 430B
under the Securities Act (which disclosure may be incorporated by reference into the Prospectus
from a periodic or current report filed pursuant to Section 13(a) of the Exchange Act) in order to
enable the Company to add selling securityholders on to the Shelf Registration Statement pursuant
to the filing of prospectus supplements. None of the Company’s security holders (other than the
Holders of Registrable Securities) shall have the right to include any of the Company’s securities
in the Shelf Registration Statement. Notwithstanding the foregoing, in the event the Company is
eligible for, and elects to file, an Automatic Shelf Registration Statement, the only obligation of
the Company under this Section 2(a), except as otherwise specified herein, shall be to file (and
have become automatically effective) a Shelf Registration Statement with the SEC no later than one
hundred and twenty (120) days after the Issue Date (the “Automatic Shelf Registration Filing
Date”). For the avoidance of doubt, the Company’s obligations to add additional selling
securityholders on to the Shelf Registration Statement and to keep the Shelf Registration Statement
continuously effective shall in no event extend beyond the Effectiveness Period.



          (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement
ceases to be effective for any reason at any time during the Effectiveness Period (other than
because all Registrable Securities registered thereunder have been resold pursuant thereto or have
otherwise ceased to be Registrable Securities), the Company shall use its best efforts to obtain
the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall
within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement
in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration Statement covering all of the securities that as
of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration
Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as
promptly as is practicable after such filing and to keep such Subsequent Shelf Registration
Statement continuously effective until the end of the Effectiveness Period.



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          (c) The Company shall supplement and amend the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by the Company for such
Shelf Registration Statement, if required by the Securities Act or, to the extent to which the
Company does not reasonably object, as reasonably requested by (i) an Initial Purchaser in the
event that it is participating in the Shelf Registration Statement or (ii) the Trustee on behalf of
a majority in interest of the registered Holders of the 2012 Notes or the 2014 Notes, as
applicable.



          (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will
do so only in accordance with this Section 2(d) and Section 3(h). Each Holder of Registrable
Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5)
Business Days prior to any intended distribution of Registrable Securities under the Shelf
Registration Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered (i) if required by applicable law, file with the SEC a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any document incorporated
therein by reference or file any other document required under the Securities Act or Exchange Act
so that the Holder delivering such Notice and Questionnaire is 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 the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration
Statement, use reasonable efforts to cause such post-effective amendment to be declared effective
under the Securities Act as promptly as is practicable, but in any event by the date (the
“Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such
post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of
any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is
delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding anything
contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Registration Statement or related
Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10)
days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay
Additional Interest during such extension) if such Deferral Period is in effect on the Amendment
Effectiveness Deadline Date; and provided further, that the Company shall not be
obligated to file more than one (1) post-effective amendment or supplement in any twenty (20) day
period following the date the Initial Shelf Registration Statement is declared effective for the
purpose of naming Holders as selling securityholders who were not named in the Initial Shelf
Registration Statement at the time of effectiveness. Any Holder who, subsequent to the date the
Initial Registration Statement is declared effective, provides a Notice and Questionnaire required
by this Section 2(d) pursuant to the provisions of this Section (whether or not such Holder has
supplied the Notice and Questionnaire at the time the Initial Shelf Registration



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Statement was declared effective) shall be named as a selling securityholder in the Shelf
Registration Statement and related Prospectus in accordance with the requirements of this Section
2(d).



          (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages,
and that it would not be feasible to ascertain the extent of such damages with precision, if (i) if
the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Initial
Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) if
the Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Initial
Shelf Registration Statement has not been declared effective under the Securities Act on or prior
to the Effectiveness Deadline Date, (iii) in the case of an Automatic Shelf Registration Statement,
the Shelf Registration Statement has not been filed and become automatically effective on or prior
to the Automatic Shelf Registration Filing Date, (iv) the Company has failed to perform its
obligations set forth in Section 2(d) within the time period required therein or (v) the aggregate
duration of Deferral Periods in any applicable period exceeds the number of days permitted in
respect of such period pursuant to Section 3(h) hereof (each of the events of a type described in
any of the foregoing clauses (i) through (v) are individually referred to herein as an “Event,” and
the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of
clause (ii), the Automatic Shelf Registration Filing Date in the case of clause (iii), the date by
which the Company is required to perform its obligations set forth in Section 2(d) in the case of
clause (iv) (including the filing of any post-effective amendment prior to the Amendment
Effectiveness Deadline Date) and the date on which the aggregate duration of Deferral Periods in
any period exceeds the number of days permitted by Section 3(h) hereof in the case of clause (v)
being referred to herein as an “Event Date”). Events shall be deemed to continue until the “Event
Termination Date,” which shall be the following dates with respect to the respective types of
Events: the date the Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement is declared
effective under the Securities Act in the case of an Event of the type described in clause (ii),
the date the Automatic Shelf Registration Statement is filed and becomes automatically effect in
the case of an Event of the type described in clause (iii), the date the Company performs its
obligations set forth in Section 2(d) in the case of an Event of the type described in clause (iv)
(including, without limitation, the date the relevant post-effective amendment to the Shelf
Registration Statement is declared effective under the Securities Act), and termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 3(h) to be exceeded in the case of the commencement of an Event of the type
described in clause (v).



     Accordingly, subject to the last sentence of Section 3(h), with respect to the period
commencing on (and including) any Event Date and ending on (but excluding) the relevant Event
Termination Date (an “Additional Interest Accrual Period”), the Company agrees to pay, as
additional interest and not as a penalty, an amount (the “Additional Interest”), payable on the
Additional Interest Payment Dates to Record Holders accruing for each portion of such Additional
Interest Accrual Period beginning on and including an Additional Interest Payment Date (or, in
respect of the first time that the Additional Interest is to be paid to Holders on an Additional
Interest Payment Date as a result of the occurrence of any particular Event, from the Event Date)
and ending on but excluding the first to occur of (A) the date of the end of the Additional
Interest Accrual Period or (B) the next Additional Interest Payment Date at a rate per



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annum equal to one-half of one percent (0.5%) of the aggregate principal amount of the 2012
Notes or 2014 Notes, with respect to which the Event has occurred, and, in each case, that are
Registrable Securities or, in the case of Notes that have been converted into or exchanged for
Underlying Common Stock, at a rate per annum equal to one half of one percent (0.5%) of the
Applicable Conversion Price of such shares of Underlying Common Stock that are Registrable
Securities, as the case may be, in each case determined as of the Business Day immediately
preceding the next Additional Interest Payment Date; provided that in the case of
an Additional Interest Accrual Period that is in effect solely as a result of an Event of the type
described in clause (iv) of the immediately preceding paragraph, such Additional Interest shall
accrue in respect of Registrable Securities held by, and shall be paid to, only the Holders that
have delivered Notice and Questionnaires that caused the Company to incur the obligations set forth
in Section 2(d) the non-performance of which is the basis of such Event, provided,
further, that any Additional Interest accrued with respect to any Note or portion thereof
called for redemption on a redemption date or converted into Underlying Common Stock on a
conversion date prior to the Additional Interest Payment Date, shall, in any such event, be paid
instead to the Holder who submitted such Note or portion thereof for redemption or conversion on
the applicable redemption date or conversion date, as the case may be, on such date (or promptly
following the conversion date, in the case of conversion). Notwithstanding the foregoing, no
Additional Interest shall accrue as to any Registrable Security from and after the earlier of (x)
the date such security is no longer a Registrable Security and (y) the expiration of the
Effectiveness Period. The rate of accrual of the Additional Interest with respect to any period
shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the Company of
Additional Interest to the Holders of Registrable Securities pursuant to this Section, the accrual
of Additional Interest will cease (without in any way limiting the effect of any subsequent Event
requiring the payment of Additional Interest by the Company).



     The Company shall notify the Trustee within five (5) Business Days after each Event Date.
Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the
Holders of Registrable Securities, on or before the applicable interest payment date, the
Additional Interest then due. The Trustee shall be entitled, on behalf of Holders of Notes or
Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement,
including the payment of any Additional Interest; provided that, Additional
Interest payable under this Agreement shall be the sole quantum of damages payable for breach by
the Company of its registration obligations under this Agreement.



     All of the Company’s obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a Registrable Security
shall survive until such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(o)).



     The parties hereto agree that the additional interest provided for in this Section 2(e)
constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable
Securities by reason of the failure of the Initial Shelf Registration Statement to be filed or
declared effective or available for effecting resales of Registrable Securities in accordance with
the provisions hereof.



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          (f) The Company represents and agrees that any offer relating to the Securities that would
constitute an “issuer free writing prospectus,” as defined in Rule 433 (an “Issuer Free Writing
Prospectus”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule
405, required to be filed with the SEC, will not include any information that conflicts with the
information contained in the Shelf Registration Statement or the Prospectus and, any Issuer Free
Writing Prospectus, when taken together with the information in the Shelf Registration Statement
and the Prospectus, will not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.



     SECTION 3. REGISTRATION PROCEDURES. In connection with the registration obligations of the
Company under Section 2 hereof, the Company shall:



          (a) Before filing any Registration Statement or Prospectus or any amendments or supplements
thereto or any Issuer Free Writing Prospectus with the SEC, furnish to the Initial Purchaser and
its counsel copies of all such documents proposed to be filed and use its reasonable efforts to
reflect in each such document when so filed with the SEC such comments as the Initial Purchaser and
its counsel reasonably shall propose within three (3) Business Days of the delivery of such copies
to the Initial Purchaser and its counsel.



          (b) Prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement continuously
effective for the applicable period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act; and use its reasonable
efforts to comply with the provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers thereof set forth in
such Registration Statement as so amended or such Prospectus as so supplemented.



          (c) As promptly as practicable (i) give notice to the Holders, counsel to the Notice Holders
and the Initial Purchaser when any Registration Statement (other than an Automatic Shelf
Registration Statement) or any post-effective amendment has been declared effective to and (ii)
give notice to the Notice Holders, counsel to the Notice Holders and the Initial Purchaser (A) of
any request, following the effectiveness of the Initial Shelf Registration Statement under the
Securities Act, by the SEC or any other federal or state governmental authority for amendments or
supplements to any Registration Statement or related Prospectus or for additional information, (B)
of the issuance by the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of any Registration Statement or the initiation or threatening of any
proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (D) of the occurrence of (but not the nature of or details concerning) a Material Event
and (E) of the determination by the Company that a post-effective amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as
required pursuant to Section



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3(h)), state that it constitutes a Deferral Notice, in which event the provisions of Section
3(h) shall apply.



          (d) Use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case as promptly as practicable.



          (e) As promptly as practicable (if reasonably requested by any Notice Holder or by the Initial
Purchaser (with respect to any portion of an unsold allotment from the original offering if the
Initial Purchaser is participating in the Shelf Registration Statement)), incorporate in a
Prospectus supplement or post-effective amendment to a Registration Statement such information as
such Notice Holder or the Initial Purchaser shall, on the basis of an opinion of nationally
recognized counsel experienced in such matters, determine to be required to be included therein and
make any required filings of such Prospectus supplement or such post-effective amendment;
provided, that the Company shall not be required to take any actions under this
Section 3(e) that are not, in the reasonable opinion of counsel for the Company, in compliance with
applicable law.



          (f) As promptly as practicable furnish to each Notice Holder and the Initial Purchaser,
without charge, at least one (1) conformed copy of the Registration Statement and any amendment
thereto, including financial statements but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the
Company by such Notice Holder or the Initial Purchaser to each Notice Holder in connection with any
sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies
of the Prospectus or Prospectuses relating to such Registrable Securities (including each
preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may
reasonably request; and the Company hereby consents (except during such periods that a Deferral
Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or
supplement thereto by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the
manner set forth therein.



          (g) Prior to any public offering of the Registrable Securities pursuant to a Shelf
Registration Statement, register or qualify or cooperate with the Notice Holders in connection with
the registration or qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably requests in writing (which
request may be included in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to a Shelf Registration Statement, keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period in connection with
such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of such Registrable Securities in the
manner set forth in the relevant Registration Statement and the related Prospectus;
provided that the Company will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not otherwise be
required to qualify



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but for this Agreement or (ii) take any action that would subject it to general service of
process in suits or to taxation in any such jurisdiction where it is not then so subject.



          (h) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a Shelf
Registration Statement or the initiation of proceedings with respect to a Shelf Registration
Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the
existence of any fact (a “Material Event”) as a result of which any Registration Statement shall
contain any 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 not misleading, or any Prospectus shall
contain any 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 the light of the circumstances under
which they were made, not misleading, or (C) the occurrence or existence of any pending corporate
development, public filing with the SEC or other similar event with respect to the Company that, in
the reasonable discretion of the Company, makes it appropriate to suspend the availability of a
Shelf Registration Statement and the related Prospectus, (i) in the case of clause (B) above,
subject to the next sentence, as promptly as practicable prepare and file, if necessary pursuant to
applicable law, a post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any other required
document that would be incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does not contain any 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 not misleading, and such Prospectus does not contain any 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 the light of the circumstances under which they were made, not misleading,
and, in the case of a post-effective amendment to a Registration Statement, subject to the next
sentence, use reasonable efforts to cause it to be declared effective as promptly as is
practicable, and (ii) give notice to the Notice Holders that the availability of the Shelf
Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice,
each Notice Holder agrees not to sell any Registrable Securities pursuant to the Registration
Statement until such Notice Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus. The Company will use
reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of
clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as,
in the sole judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable
burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as
soon as, in the discretion of the Company, such suspension is no longer appropriate. The Company
shall be entitled to exercise its right under this Section 3(h) to suspend the availability of the
Shelf Registration Statement or any Prospectus, without incurring or accruing any obligation to pay
Additional Interest pursuant to Section 2(e), for one or more periods not to exceed 30 days in any
3 month period and not to exceed, in the aggregate, 90 days in any 12-month period (such period,
during which the availability of the Registration Statement and any Prospectus is suspended being a
“Deferral Period”).



11









 





          (i) Use reasonable efforts to comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act) no later than 45 days after the end of any
3-month period (or 90 days after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company commencing after the
effective date of a Registration Statement, which statements shall cover said periods.



          (j) In the case of registration of resales of the Notes, cause the Indentures to be qualified
under the TIA, cooperate with the Trustee and the Notice Holders to effect such changes to the
Indentures as may be required for the Indentures to be so qualified in accordance with the terms of
the TIA and execute, and use commercially reasonable efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely manner.



          (k) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold or to be sold pursuant to a Registration
Statement, which certificates shall not bear any restrictive legends unless required by applicable
law, and cause such Registrable Securities to be in such denominations as are permitted by the
applicable Indenture and registered in such names as such Notice Holder may request in writing at
least two (2) Business Days prior to any sale of such Registrable Securities.



          (l) Provide a CUSIP number for all Registrable Securities covered by each Registration
Statement not later than the effective date of such Registration Statement and provide the Trustee
(if appropriate under the applicable Indenture) and the transfer agent for the Common Stock with
printed certificates for the Registrable Securities that are in a form eligible for deposit with
The Depository Trust Company.



          (m) Use reasonable efforts to cause the Underlying Common Stock to be listed on any securities
exchange or any automated quotation system on which similar securities issued by the Company are
then listed, to the extent the Underlying Common Stock satisfies applicable listing requirements.



          (n) Provide such information as is required for any filings required to be made with the
National Association of Securities Dealers, Inc.



          (o) If requested in connection with a disposition of Registrable Securities pursuant to a
Registration Statement, make available for inspection by a representative of the Holders of a
majority of 2012 Notes or 2014 Notes, as applicable, constituting the Registrable Securities being
sold and any attorney or accountant retained by such selling holders, financial and other records,
pertinent corporate documents and properties of the Company and its subsidiaries, and cause the
executive officers, directors and employees of the Company and its subsidiaries to supply all
information reasonably requested by any such representative, attorney or accountant in connection
with such disposition; subject to reasonable assurances by each such person that such information
will be used only in connection with matters relating to such Registration Statement,
provided, however, that such persons shall first agree in writing with the



12









 







Company that any information that is reasonably and in good faith designated by the Company in
writing as confidential at the time of delivery of such information shall be kept confidential by
such persons, unless (i) disclosure of such information is required by court or administrative
order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant to Federal
securities laws in connection with the filing of any Registration Statement or the use of any
prospectus referred to in this Agreement), (iii) such information becomes generally available to
the public other than as a result of a disclosure or failure to safeguard by any such person or
(iv) such information becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement.



     SECTION 4. HOLDER’S OBLIGATIONS. Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating
thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be disclosed in order
to make the information previously furnished to the Company by such Notice Holder not misleading
and any other information regarding such Notice Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request. Any sale of any Registrable
Securities by any Holder shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth in the Prospectus
delivered by such Holder in connection with such disposition, that such Prospectus does not as of
the time of such sale contain any untrue statement of a material fact relating to or provided by
such Holder or its plan of distribution and that such Prospectus does not as of the time of such
sale omit to state any material fact relating to or provided by such Holder or its plan of
distribution necessary to make the statements in such Prospectus, in the light of the circumstances
under which they were made, not misleading.



     Notwithstanding anything to the contrary in this Agreement, to the extent doing so would give
rise to registration rights in favor of any party to the Second Amended and Restated Registration
Rights Agreement, dated as of June 6, 1996, made by and among the Company and the investors party
thereto, no Holder will distribute Underlying Securities constituting Registrable Securities
pursuant to an underwritten public offering to the general public without the prior written consent
of the Company, which consent will not be unreasonably withheld or delayed.



     SECTION 5. REGISTRATION EXPENSES. The Company shall bear all fees and expenses incurred in
connection with the performance by the Company of its obligations under this Agreement whether or
not any of the Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including, without limitation,
(x) fees and expenses of counsel with respect to filings required to be made with the National
Association of Securities Dealers, Inc. and (y) fees and expenses required to comply with federal
and state securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the counsel specified in the next sentence in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the 2012 Notes or 2014 Notes, as applicable, constituting the



13









 







Registrable Securities being sold pursuant to a Registration Statement may designate), (ii)
printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication
expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders
hereunder, (iv) fees and disbursements of counsel for the Company in connection with the Shelf
Registration Statement, (v) the fees and disbursements of the independent public accountants of the
Company, including the expenses of any special audits or “cold comfort” letters required by or
incident to such performance and compliance, (vi) reasonable fees and disbursements of the Trustee
and of the registrar and transfer agent for the Common Stock and their respective counsel and (vii)
Securities Act liability insurance obtained by the Company in its sole discretion. In addition,
the Company shall pay the internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting duties), the expense
of any annual audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange on which similar securities of the Company are
then listed and the fees and expenses of any person, including special experts, retained by the
Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities
shall pay selling expenses and all registration expenses to the extent the Company is prohibited
from paying such expenses under applicable law.



     SECTION 6. INDEMNIFICATION.



          (a) INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and hold harmless each Notice
Holder and each person, if any, who controls any Notice Holder (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any losses,
liabilities, claims, damages and expenses (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any such action or
claim) (collectively, “Losses”), arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Company shall not be liable in any such case to the extent that any such Losses arise out of or
are based upon an untrue statement or alleged untrue statement contained in or omission or alleged
omission from any of such documents in reliance upon and conformity with any of the information
relating to the Holders furnished to the Company in writing by a Holder expressly for use therein;
provided further that the indemnification contained in this paragraph shall not
inure to the benefit of any Holder of Registrable Securities (or to the benefit of any person
controlling such Holder) on account of any such Losses arising out of or based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in any preliminary
prospectus provided in each case the Company has complied with its several obligations under
Section 3(a) hereof if, to the extent that a prospectus relating to such Securities was required to
be delivered by such Holder under the Securities Act, either (A) (i) such Holder failed to send or
deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale
by such Holder to the person asserting the claim from which such Losses arise and (ii) the
Prospectus would have corrected such untrue statement or alleged untrue statement or such omission
or alleged omission, or (B) (x) such



14









 







untrue statement or alleged untrue statement, omission or alleged omission is corrected in an
amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf
of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter
fails to deliver such Prospectus as so amended or supplemented, with or prior to the delivery of
written confirmation of the sale of a Registrable Security to the person asserting the claim from
which such Losses arise.



          (b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each Holder agrees, severally and
not jointly, to indemnify and hold harmless the Company and its respective directors and officers,
and each person, if any, who controls the Company (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) or any other Holder, from and against all Losses
arising out of or based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or
in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with information furnished to the Company in writing by such Holder expressly for use in
such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall
the liability of any selling Holder of Registrable Securities hereunder be greater in amount than
the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the Registration Statement giving rise to such indemnification obligation.



          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified
party”) shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the
reasonable fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all indemnified parties, and that all such fees and expenses shall be
reimbursed as they are incurred. Such separate firm shall be designated in writing by, in the case
of parties indemnified pursuant to Section 6(a), the Holders of a majority of the 2012 Notes or the
2014 Notes, as applicable (with Holders of Notes deemed to be the Holders, for purposes of
determining such majority, of the number of shares of Underlying Common Stock into which such Notes
are or would be convertible or exchangeable as of the date



15









 







on which such designation is made) of the Registrable Securities covered by the Registration
Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of
parties indemnified pursuant to Section 6(b), the Company. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding 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 includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter of such proceeding
and does not include a statement as to, or an admission of, fault, culpability or a failure to act
by or on behalf of an indemnified party.



          (d) CONTRIBUTION. To the extent that the indemnification provided for in this Section 6 is
unavailable to an indemnified party under Section 6(a) or 6(b) hereof in respect of any Losses or
is insufficient to hold such indemnified party harmless, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by
such indemnified party as a result of such Losses (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation provided in clause (i)
above is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also to the relative fault of the
indemnifying party or parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such Losses, as well as any
other relevant equitable considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement
(before deducting expenses) of the 2012 Notes or the 2014 Notes, as applicable, pursuant to the
Purchase Agreement. Benefits received by any Holder shall be deemed to be equal to the value of
receiving Registrable Securities that are registered under the Securities Act. The relative fault
of the Holders on the one hand and the Company on the other hand 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
Holders or by the Company, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Benefits received by any underwriter
shall be deemed to be equal to the total underwriting discounts and commissions with respect to the
2012 Notes or the 2014 Notes, as applicable, as set forth on the cover page of the Prospectus
forming a part of the Registration Statement which resulted in such Losses. The Holders’
respective obligations to contribute pursuant to this paragraph are several in proportion to the
respective number of Registrable Securities they have sold pursuant to a Registration Statement,
and not joint.



     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6(d) were determined by pro rata allocation or by any other method or allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the Losses referred
to in the immediately preceding paragraph shall be deemed to include, subject to the limitations



16









 







set forth above, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding this Section
6(d), an indemnifying party that is a selling Holder of Registrable Securities shall not be
required to contribute any amount in excess of the amount by which the net proceeds received by
such indemnifying party from Registrable Securities sold and distributed to the public exceeds the
amount of any damages that such indemnifying party has 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.



          (e) The indemnity, contribution and expense reimbursement obligations of the parties hereunder
shall be in addition to any liability any indemnified party may otherwise have hereunder, under the
Purchase Agreement or otherwise.



          (f) The indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Holder or any person controlling any Holder, or the
Company, or the Company’s officers or directors or any person controlling the Company and (iii) the
sale of any Registrable Securities by any Holder.



     SECTION 7. INFORMATION REQUIREMENTS. The Company covenants that, if at any time before the
end of the Effectiveness Period the Company is not subject to the reporting requirements of the
Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further
reasonable action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any such Holder may
reasonably request), all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written statement as to whether
it has complied with such filing requirements, unless such a statement has been included in the
Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities (other than the Common Stock) under any section of the Exchange Act.



     The Company shall file the reports required to be filed by it under the Exchange Act and shall
comply with all other requirements set forth in the instructions to Form S-3 in order to allow the
Company to be eligible to file registration statements on Form S-3 as soon as is permissible under
the Securities Act.



     SECTION 8. MISCELLANEOUS.



          (a) NO CONFLICTING AGREEMENTS. The Company (i) is not, as of the date hereof, a party to, nor
shall it, on or after the date of this Agreement, enter into, any agreement with respect to its
securities that conflicts with the rights granted to the Holders of



17









 







Registrable Securities in this Agreement or that permits other holders of the Company’s
outstanding securities to offer such securities for resale under the Registration Statement, and
(ii) represents and warrants that the rights granted to the Holders of Registrable Securities
hereunder do not in any way conflict with the rights granted to the holders of the Company’s
securities under any other agreements.



          (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Company has obtained the written consent of
Holders of a majority of the then outstanding Underlying Common Stock relating to the 2012 Notes or
the 2014, as applicable, and constituting Registrable Securities (with Holders of such Notes deemed
to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible or exchangeable as of the date on
which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the 2012 Notes or the 2014
Notes, as applicable, constituting Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided, that the provisions of this sentence may not
be amended, modified, or supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such
amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(b),
whether or not any notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such Holder.



          (c) NOTICES. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or
by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by
hand delivery, (ii) on the date indicated on the telecopier confirmation report (or, if such date
is not a Business Day, on the Business Day thereafter), if made by telecopier, (iii) one (1)
Business Day after being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:



               (1) if to a Holder of Registrable Securities that is not a Notice Holder, at the address for
such Holder then appearing in the Note Register (as defined in the Indenture);



               (2) if to a Notice Holder, at the most current address given by such Holder to the Company in
a Notice and Questionnaire or any amendment thereto;



               (3) if to the Company, to:


RF Micro Devices, Inc.




18









 







7628 Thorndike Road

Greensboro, NC 27409

Attention: Chief Financial Officer

Telecopy No.: (336) 931-7454



with a copy to:



Womble Carlyle Sandridge & Rice, PLLC

200 West Second Street

Winston Salem, NC 27102

Attention: Jeffrey C. Howland

Telecopy No.: (336) 733-8371




               (4) if to the Initial Purchaser, to:


Merrill Lynch, Pierce, Fenner & Smith

          Incorporated

4 World Financial Center

New York, New York 10080

Attention: Office of the General Counsel

Telecopy No.: (212) 449-3207



with a copy to:



Wilson Sonsini Goodrich & Rosati, Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

Attention: John Fore, Esq.

Telecopy No.: (650) 493-6811




               (5) if to counsel for the Initial Purchaser, to Wilson Sonsini Goodrich & Rosati, Professional
Corporation at the above address and telecopy number (or as otherwise requested by the Notice
Holders), or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.



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



          (e) SUCCESSORS AND ASSIGNS. Any person who purchases any Registrable Securities from the
Initial Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of the Initial
Purchaser. This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of
any Registrable Securities.



19









 





          (f) THIRD PARTY BENEFICIARIES. The Initial Purchaser (even if the Initial Purchaser is not a
Holder of Registrable Securities) shall be a third party beneficiary to the agreements made
hereunder between the Company, on the one hand, and the Holders, on the other hand, and shall have
the right to enforce such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder. Each Holder of Registrable
Securities shall be a third party beneficiary to the agreements made hereunder between the Company,
on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or advisable to protect
its rights hereunder.



          (g) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall not, directly or
indirectly, intentionally take any action with respect to the Registrable Securities as a class
that would adversely affect the ability of the Holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this Agreement.



          (h) SPECIFIC ENFORCMENT. Without limiting the remedies available to the Initial Purchaser and
the Holders, the Company acknowledges that any failure by the Company to comply with its
obligations under Section 2 hereof may result in material irreparable injury to the Initial
Purchaser or the Holders for which there is no adequate remedy at law, that it may not be possible
to measure damages for such injuries precisely and that, in the event of any such failure, the
Initial Purchaser or any Holder may seek such relief as may be required to specifically enforce the
Company’s obligations under Sections 2 hereof.



          (i) RESTRICTIONS ON RESALES. Until the expiration of two years after the original issuance of
the Notes, the Company will not, and will use its reasonable efforts to cause its controlled
Affiliates not to, resell any Notes that are “restricted securities” (as such term is defined under
Rule 144(a)(3) under the Securities Act) that have been reacquired by any of them and shall
immediately upon any purchase of any such Notes submit such Notes to the Trustee for cancellation.



          (j) 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
original and all of which taken together shall constitute one and the same agreement.



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



          (l) 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.



          (m) SEVERABILITY. If any term provision, covenant or restriction of this Agreement is held to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, and the parties hereto shall use their



20









 







reasonable efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.



          (n) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of
their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and undertakings among the parties with respect to such
registration rights. No party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement.



          (o) TERMINATION. This Agreement and the obligations of the parties hereunder shall terminate
upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 5
or 6 hereof and the obligations to make payments of and provide for additional interest under
Section 2(e) hereof to the extent such damages have accrued prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms.



[Signature page follows]




21









 






     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	RF MICRO DEVICES, INC.

 	 
	 	By:  	/s/ Robert A. Bruggeworth
 	 
	 	 	Robert A. Bruggeworth 	 
	 	 	President and Chief Executive Officer 	 
	 


The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above written.




	 	 	 	 	 
	MERRILL LYNCH & CO.	 	 
	MERRILL LYNCH, PIERCE, FENNER & SMITH	 	 
	 

	 	INCORPORATED	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark Garcia
 


Authorized Signatory

	 	 






[Registration Rights Agreement]