EX-4.A
from 10-Q
~1
page
This Certificate Also Evidences and Entitles the Holder Hereof to Certain Rights as Set Forth in a Second Amended and Restated Rights Agreement Dated as of November 28,1995, as Amended, Between Adc Telecommunications, Inc. (The “Company”) and Computershare Investor Services, LLC (The “Rights Agent”) (The “Rights Agreement”), the Terms of Which (Including Restrictions on the Transfer of Such Rights) Are Hereby Incorporated Herein by Reference and a Copy of Which Is on File at the Principal Executive Office of the Company. Under Certain Circumstances, as Set Forth in the Rights Agreement, Such Rights Will Be Evidenced by Separate Certificates and Will No Longer Be Evidenced by This Certificate. the Company Will Mail to the Holder of This Certificate a Copy of the Rights Agreement, as in Effect on the Date of Mailing, Without Charge After Receipt of a Written Request Therefor From Such Holder. Under Certain Circumstances Set Forth in the Rights Agreement, Rights Issued to or Held by Any Person Who Is, Was or Becomes an Acquiring Person or Any Affiliate or Associate Thereof (As Such Terms Are Defined in the Rights Agreement) and Any Subsequent Holder of Such Rights, Whether Currently Held by or on Behalf of Such Person or Any Subsequent Holder, May Become Null and Void
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EX-4.I
from 10-Q
1 page
Pursuant to Your Request, We Hereby Waive Compliance With the Requirements of Section 9(a) of the Rights Agreement That the Company Use Its Best Efforts to Cause to Be Reserved and Keep Available, Out of Its Authorized and Unissued Shares of Common Stock (As Defined in the Rights Agreement), the Number of Shares of Common Stock That, Except as Provided in Section 11(a)(iv) of the Rights Agreement, Will Be Sufficient to Permit the Exercise in Full of All Outstanding Rights (As Defined in the Rights Agreement). the Rights Agent Shall Be Entitled to Resign as Rights Agent Pursuant to Section 21 of the Rights Agreement, if One of the Following Events Does Not Occur on or Prior to December 31, 2003: (A) the Company Is in Compliance With the Provisions of Section 9(a) of the Rights Agreement; (B) the Company and the Rights Agent Amend the Rights Agreement in a Manner Such That the Provisions of Section 9(a) Are No Longer Applicable or the Company Is in Compliance With the Provisions of Section 9(a); or (C) the Company Adopts a New Rights Agreement, or Otherwise Terminates the Rights Agreement. Except as Set Forth in This Letter Agreement, All Other Provisions of the Rights Agreement Remain in Full Force and Effect. Very Truly Yours, Computershare Investor Services, LLC By: /S/ Peter Mocklen Peter Mocklen Executive Vice President Accepted and Agreed to as of the Date Written Above: Adc Telecommunications, Inc. By: /S/ Robert E. Switz Robert E. Switz Executive Vice President, Chief Financial Officer
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