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. [Signature page follows] 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, EMULEX CORPORATION By:____________________________________ The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON LLC By: ____________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount the outstanding shares of Securities Preferred Stock is required hereunder, Securities Preferred Stock held by the Company or its affiliates (other than subsequent Holders of Securities Preferred Stock if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such SecuritiesPreferred Stock) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [Signature page follows] 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, EMULEX CORPORATION WINSTAR COMMUNICATIONS, INC. By:____________________________________ : /s/ --------------------- Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES, INC. CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC By/s/ ---------------------- Name: ____________________________________Title:

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. [Signature page follows] 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 yoursINTERNATIONAL PAPER COMPANY By:______________________________ Name: Title: Theforegoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX, EMULEX XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON CORPORATION By:____________________________________ The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES, INC. ByName: CREDIT SUISSE FIRST BOSTON LLC By: ____________________________________Title:

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. [Signature page follows] 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, EMULEX CORPORATION By:___: _________________________________ The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX XXXXXX PARTNERS LLC DEUTSCHE BANK SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: ______________________________________ Xxxx Xxxx, Director

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. [Signature page follows] 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, EMULEX CVS 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 LLC DEUTSCHE BANK SECURITIES, INC. CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC By----------------------------- Name: ____________________________________Title:

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. [Signature page follows] 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 Purchaser and the Company in accordance with its terms. Very truly yours, EMULEX CORPORATION By:____________________________________ ASK JEEVES, INC. by /s/ Steve Sordello ----------------------------------- Name: Steve Sordello Title: Chiex Xxxxxxxxx Xxficer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES, INC. Byby /s/ Emmanuel DeSousa ---------------------------- Name: CREDIT SUISSE FIRST BOSTON LLC ByEmmanuel DeXxxxx Xxxxx: ____________________________________Director

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. [Signature page follows] 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, EMULEX CORPORATION AFFYMETRIX, INC. 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, Acting on behalf of themselves and as The Representative of the several Initial Purchasers CREDIT SUISSE FIRST BOSTON CORPORATION, By:____________________________________ The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES, INC. ByName: CREDIT SUISSE FIRST BOSTON LLC By: ____________________________________Title:

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. [Signature page follows] 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, EMULEX EL PASO CORPORATION By:____________________________________ : /s/ C. Dana Xxxx ------------------------------------ Title: Senior Vice President and Treasurer ------------------------------------ The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES, INC. CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC By: ____________________________________/s/ Paul X. Xxxxx ------------------------------- Paul X. Xxxxx, Xxrector

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. [Signature page follows] 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, EMULEX CORPORATION WINSTAR COMMUNICATIONS, INC. By:_____: _______________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON Credit Suisse First Boston Corporation Xxxxx Xxxxxx Inc. Xxxxxx Xxxxxxx & Co. Incorporated NationsBanc Xxxxxxxxxx Securities LLC DEUTSCHE BANK SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON LLC Credit Suisse First Boston Corporation By: ______________________________________ Name: Title: