REGISTRATION RIGHTS AGREEMENT dated as of May 17, 2006 between JDS Uniphase Corporation and and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Initial PurchasersRegistration Rights Agreement • May 19th, 2006 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 17, 2006 (this “Agreement”), between JDS Uniphase Corporation, a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchasers (the “Initial Purchasers”) to the Purchase Agreement, dated May 11, 2006 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The Company has represented and warranted that it will have executed and delivered this Agreement prior to closing the transactions contemplated under the Purchase Agreement.
JDS UNIPHASE CORPORATION as Issuer AND THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee Indenture Dated as of May 17, 2006Indenture • May 19th, 2006 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • New York
ContractSecurity Agreement • May 19th, 2006 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • New York
THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
