Common use of Securities Held by the Company Clause in Contracts

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Initial Purchasers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers and the Company Companies in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. Xxxxx GTECH HOLDINGS CORPORATION by: ------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer GTECH CORPORATION by: ------------------------------- Name: Title: GTECH RHODE ISLAND CORPORATION by: ------------------------------- Name: Title: GTECH LATIN AMERICA CORPORATION by: ------------------------------- Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX MERRILL LYNCH, PIERCE, FENNER & XXXXX SMITH INCORPORATED as Xxxxxx on behalf of thexxxxxxs axx xx the Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director ByPurchasers. BY: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx CORPORATION by: ____________________________________ Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSSEMCO Energy, INC. Inc. by /s/ Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxx ------------------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxx X. Xxxxx X. Xxxx ----------------------------- Name: Xxxxxx X. Xxxxx X. Xxxx Title: Managing Director UBS SECURITIES LLC By: UBS SECURITIES LLC by /s/ R. Xxxxx Xxxxxx ----------------------- Name: R. Xxxxx Xxxxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxx Xxxxx ----------------------- Name: Xxxxxx Xxxx Xxxxx Title: Vice PresidentAssociate Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be 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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Initial Purchasers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSSUNRISE ASSISTED LIVING, INC. by By: /s/ Xxxxxx Lxxxx X. Xxxxx Name: Xxxxxx Lxxxx X. Xxxxx Title: Executive Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director CORPORATION RXXXXXXXX SXXXXXXX, INC. FIRST UNION SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON LLC by CORPORATION By: /s/ Xxxxx Jxxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentJxxxxx X. Xxxxxxx Director

Securities Held by the Company. Whenever the consent or ------------------------------ approval of Holders of a specified percentage of principal amount at maturity of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by ALZA CORPORATION By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Xxxx -------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx Xxxx Title: Executive Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC CORPORATION CHASE SECURITIES INC. XXXXXX XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX CO. INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by CORPORATION By: /s/ Xxxxx X. Xxxx Xxx --------------------- Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx xxx Title: Vice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by CITADEL BROADCASTING CORPORATION By: /s/ Xxxxx X. Xxxxxx X. Xxxxx Name: Xxxxxx XXXXX X. Xxxxx XXXXXX Title: Executive Vice President and Chief Financial Officer VP FINANCE AND SECRETARY The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX XXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA BEAR, XXXXXXX & CO. INC. X.X. XXXXXX SECURITIES INC. UBS SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director WACHOVIA CAPITAL MARKETS, LLC By: CREDIT SUISSE FIRST BOSTON LLC by By: /s/ Xxxxx X. Xxxx Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxx XXXXXXX XXXXXX Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDIRECTOR

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. Chesapeake Energy Corporation by /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Executive Treasurer and Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX BROTHERS INC. BANC OF AMERICA SECURITIES LLC BEAR, XXXXXXX & CO. INC. CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. UBS SECURITIES LLC XXXXXX XXXXXX XXXX INCORPORATED XXXXXXX XXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers COMPANY L.L.C. RBC CAPITAL MARKETS CORPORATION XXXXXXX & COMPANY INTERNATIONAL By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. by /s/ Xxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSCephalon, INC. Inc. by /s/ Xxxxxx X. Xxxxx J. KEVIN BUCHI --------------------------------------------- Name: Xxxxxx X. Xxxxx J. Kevin Buchi Title: Executive Vice President and Chief Financial Officer Senior XX xxx XXX The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON CORPORATION ROBERTSON STEPHENS, INC. CIBC WORLD MARKETS CORP. SG COWEN SECURIXXXX XXXXOXXXXXX XBS WARBURG LLC XXXXXXX XXXXX XXXXXX XXXXXX U.S. BANCORP PIPEX XXXXXXY INC. ADAMS, HARKNESS & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: Hill, INC. BANC OF AMERICA SECURITIES LLC SXXXXXXXXX XXX BY: XXXXXT XXXXXX XIRSX XXSTON CORPORATION by /s/ Xxxxxx Xxxxxxxxxx PETE A. MEYERS --------------------------------------------- Name: Xxxxxx Xxxxxxxxxx Pete A. Meyers Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSCYMER, INC. by /s/ Xxxxxx XXXXX X. Xxxxx XXXXX ------------------------------ Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC CORPORATION XXXXXXX XXXXX XXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION by /s/ Xxxxx X. Xxxx XXXXXXXXX XXXXX ------------------------------------ Name: Xxxxx X. Xxxx XXXXXXXXX XXXXX Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDIRECTOR

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSSPECTRASITE, INC. by By: /s/ Xxxxxx X. Xxxxx Steven C. Lilly ---------------------------- Name: Xxxxxx X. Xxxxx Steven C. Lilly Title: Executive Vice President and Chief Financial Officer Vixx Xxxxxxxxx The foregoing Registration Rights Agreement Agree- ment is hereby confirmed and accepted as of the date first above writtenwritten by: LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. CIBC WORLD MARKETS XXXX. BMO NESBITT BURNS CORP. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers TD SECURITIES (USA) XXX. Bx: Xehman Brothers Inc. By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Perry Hoffmeister ----------------------------- Name: Xxxxxx Xxxxxxxxxx TitlePerry Hxxxxxxxxxx Xxtle: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, RAYONIER TRS HOLDINGS INC. by /s/ Xxxxxx X. Xxxxx By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer RAYONIER INC. By: Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director Byby: CREDIT SUISSE FIRST BOSTON SECURITIES (USA) LLC by /s/ Xxxxx X. Xxxx By: Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Acting on behalf of itself and as the Representative of the several Purchasers SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) LLC X. X. Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentSecurities Inc. Banc of America Securities LLC

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by ICOS CORPORATION By: /s/ Xxxxxx X. Xxxxx Xxxx Xxxxxxx -------------------------------------- Name: Xxxxxx X. Xxxxx Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted by the Representatives listed on Schedule A as of the date first above written. BANC OF AMERICA SECURITIES Credit Suisse First Boston LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX Xxxxxxx, Xxxxx & XXXXX INCORPORATED Co. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers Purchasers. By: BANC OF AMERICA SECURITIES Credit Suisse First Boston LLC by By: /s/ Xxxxxx Xxxxxxxxxx Xxxxx --------------------------------- Name: Xxxxxx Xxxxxxxxxx Xxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx X. Xxxx & Co. --------------------------------- Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX Schedule A ---------- Xxxxxx X. Xxxxx & XXXXX INCORPORATED by /s/ Co. Incorporated Xxxxxx Xxxxx Name: Brothers Inc. X.X. Xxxxxx Xxxxx Title: Vice PresidentSecurities Inc. SunTrust Capital Markets, Inc. UBS Securities LLC

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among on the several Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSCITRIX SYSTEMS, INC. by By: /s/ Xxxxxx X. Xxxxx Xxxxxxxxx ---------------------------- Name: Xxxxxx X. Xxxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer Chairman of the Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC by CORPORATION By: /s/ Xxxxx X. Xxxx Xxxxxxx Xxxxxx ----------------------- Name: Xxxxx X. Xxxx Xxxxxxx Xxxxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSCEPHALON, INC. by /s/ Xxxxxx X. Xxxxx J. XXXXX XXXXX Name: Xxxxxx X. J. Xxxxx Xxxxx Title: Executive Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC CIBC WORLD MARKETS CORP. X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED XX XXXXX SECURITIES CORPORATION ABN AMRO ROTHSCHILD LLC CITIGROUP GLOBAL MARKETS INC. XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director ByBROTHERS INC. BY: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx XXXX XXXXXX Name: Xxxxx Xxxx X. Xxxx Xxxxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates Affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Trust and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSCONTINENTAL AIRLINES FINANCE TRUST II By: /s/ Gerald Laderman ---------------------------------- solely in his capacity as trustee and not in his individual capacity CONTINENTAL AIRLINES, INC. by By: /s/ Xxxxxx X. Xxxxx Gerald Laderman ---------------------------------- Name: Xxxxxx X. Xxxxx Gerald Laderman Title: Executive Vice President and Chief Financial Officer Sxxxxx Xxxx Xxxxident Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON CORPORATION UBS WARBURG LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentCORPORATION Acting on behalf of itself and as the representative of the several Purchasers

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. Xxxxx CVS CORPORATION By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC BANC OF AMERICA SECURITIES LLC BNY CAPITAL MARKETS, INC. XXXXXXX, XXXXX & CO. WACHOVIA CAPITAL MARKETS, LLC Acting on behalf of themselves and as Representatives of the several Purchasers BY CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx By Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice Presidentsuch broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX B

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantor in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. NAVISTAR INTERNATIONAL CORPORATION by /s/ Xxxxxx XXXXXX X. Xxxxx XXXXX -------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Treasurer INTERNATIONAL TRUCK AND ENGINE CORPORATION, as Guarantor by /s/ XXXXXX X. XXXXX -------------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC CORPORATION by /s/ Xxxxxx Xxxxxxxxxx XXXXXXX X. XXXXX ------------------------------------ Name: Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President14 QuickLinks

Securities Held by the Company. Whenever the consent or approval ------------------------------ of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates Affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSACT Manufacturing, INC. by Inc. By: /s/ Xxxxxx Xxxx X. Xxxxx Xxxx ------------------------------ Name: Xxxxxx Xxxx X. Xxxxx Xxxx Title: Executive Vice President and Chief Financial Officer Chairman The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC CORPORATION XXXXXXX XXXXX XXXXXX XXXXXX & INC XXXXX INCORPORATED as Representatives of the Initial Purchasers SECURITIES INC. XX XXXXX SECURITIES CORPORATION By: BANC OF AMERICA SECURITIES LLC by Credit Suisse First Boston Corporation By: /s/ Xxxxxx Xxxxxxxxxx X. Xxxxxxx --------------------------- Name: Xxxxxx Xxxxxxxxxx X. Xxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. INTEGRA LIFESCIENCES HOLDINGS CORPORATION by /s/ Xxxxxx X. Xxxxx John B. Henneman, III ------------------------------------- Name: Xxxxxx X. Xxxxx John B. Henneman, III Title: Executive Vice President Vicx Xxxxxxxxx, Xxxef Administrative Officer and Chief Financial Officer Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director U.S. BANCORP PIPER JAFFRAY INC. By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION by /s/ Xxxxx /x/ Xxxx X. Xxxx Xeyers ------------------------------------ Name: Xxxxx Petx X. Xxxx Xxxxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. Xxxxx CVS CORPORATION By: ----------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC CORPORATION BEAR, XXXXXXX XXXXX & CO. INC. X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & XXXXX CO. INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: BY CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx CORPORATION Acting on behalf of itself and as Representative of the several Purchasers By: ---------------------------- Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ADC TELECOMMUNICATIONSCUBIST PHARMACEUTICALS, INC. by By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Xxxx --------------------------- Vice President President, Finance and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXXXX XXXXXXXX, INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON X.X. XXXXXX SECURITIES INC. PACIFIC GROWTH EQUITIES, INC. UBS WARBURG LLC XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by Xxxxxxxxx Xxxxxxxx, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxxx ------------------------------- Name: Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice PresidentDirector