McDATA CORPORATION 21/4% Convertible Subordinated Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2003 • McData Corp • Communications equipment, nec • New York
McDATA Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to Banc of America Securities LLC, Credit Suisse Boston LLC and Salomon Smith Barney Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $150,000,000 aggregate principal amount (plus up to an additional $22,500,000 principal amount) of its 21/4% Convertible Subordinated Notes due 2010 (the "Initial Securities"). The Initial Securities will be convertible into shares of Class A Common Stock, par value $.01 per share, of the Company (the "Common Stock") at the conversion price set forth in the Offering Memorandum dated February 3, 2002 (the "Offering Memorandum"). The Initial Securities will be issued pursuant to an Indenture, dated as of February 7, 2003 (the "Indenture"), among the Company and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"). As an inducement to the Initial Purcha
