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JOINT FILING AGREEMENT
This Agreement is made as of March 6, 2000 by and among the
undersigned stockholders of PairGain Technologies, Inc., a Delaware corporation
(the "Company"), with reference to the following facts:
WHEREAS, the undersigned may be required to file a statement, and
amendments thereto, containing the information required by Schedule 13D pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 13d-1 promulgated thereunder, in connection with the
execution and delivery of that certain Voting Agreement, dated as of February
22, 2000, by and among the undersigned and ADC Telecommunications, Inc.; and
WHEREAS, pursuant to Rule 13d-1(k), the undersigned parties desire to
satisfy any Schedule 13D filing obligation by a single joint filing.
NOW, THEREFORE, the undersigned hereby agree that any statement on
Schedule 13D to which this Agreement is attached, and any amendments to such
statement, is adopted and filed on behalf of each of them, that all future
amendments to such statement will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
that the provisions of Rule 13d-1(k) under the Exchange Act apply to each of
them. This Agreement may be terminated, with respect to the obligation to
jointly file future amendments to such statement on Schedule 13D as to any of
the undersigned upon such person giving written notice thereof to the other
persons signatory hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
/s/ XXXXXXX XXXXXX /s/ XXXXXX X. XXXX
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/s/ XXXXXXX X. XXXXXXX /s/ X. XXXXX LAY
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/s/ XXXXXXXX X. XXXX /s/ XXXXXX X. XXXX
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Xxxxxxxx X. Xxxx Xxxxxx X. Xxxx
/s/ XXXXXX X. XXXXX /s/ XXXXXX X. XXXX
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