Exhibit 99.2
SECOND AMENDMENT, dated as of August 11, 2006 (this "AMENDMENT") to
the Amended and Restated External Sharing Debt Agreement, dated as of October 1,
2004 (the "EXTERNAL SHARING DEBT AGREEMENT"), among Lucent Technologies Inc., a
Delaware corporation ("LUCENT" or the "BORROWER"), the several banks and other
financial institutions or entities from time to time parties to the External
Sharing Debt Agreement (the "BANKS"), and JPMorgan Chase Bank, N.A. (f/k/a
JPMorgan Chase Bank), as Administrative Agent for the Banks.
W I T N E S S E T H
WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to the External Sharing Debt Agreement, as in effect immediately prior
to the Amendment Effective Date (as defined herein);
WHEREAS, the Borrower has requested that the External Sharing Debt
Agreement be amended as set forth herein;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the undersigned hereby agree, subject to the conditions to
effectiveness hereof, as follows:
I. DEFINED TERMS. Terms defined in the External Sharing Debt
Agreement and used herein shall have the meanings given to them in the External
Sharing Debt Agreement.
II. GLOBAL AMENDMENTS. The External Sharing Debt Agreement is hereby
amended by:
(i) Deleting the phrase "JPMorgan Chase Bank" set forth therein
and substituting in lieu thereof the phrase "JPMorgan Chase Bank, N.A."
(ii) Deleting in their entirety the Schedules 1.01A, 1.01B,
1.01C, 1.01D, 1.01E, 3.14, 3.17(b), 3.17(d), 6.02 and the Schedule of Existing
Letters of Credit and replacing them with the amended Schedules 1.01A, 1.01B,
1.01C, 1.01D, 1.01E, 3.14, 3.17(b), 3.17(d), 6.02 and the amended Schedule of
Existing Letters of Credit attached hereto.
III. AMENDMENTS TO ARTICLE I.
(i) Article I is hereby amended by inserting in appropriate
alphabetical order the following definitions:
"ALCATEL MERGER" shall mean the consummation of the transactions
contemplated pursuant to the Agreement and Plan of Merger dated as of April 2,
2006 by and among the Borrower, Alcatel and Aura Merger Sub, Inc., as may be
amended, supplemented or modified from time to time.
"ALCATEL SUBSIDIARY" shall mean any Subsidiary of the Borrower
acquired or created on or after the Alcatel Merger or as a result of a Permitted
Transaction.
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"IFRS" shall mean International Financial Reporting
Standards.
"PERMITTED TRANSACTION" shall have the meaning assigned to such term
in Section 6.03.
(ii) The definition of "Amendment Effective Date" is hereby
amended and restated in its entirety to read as follows:
"AMENDMENT EFFECTIVE DATE" shall mean August 11, 2006.
(iii) The definition of "Cash Collateral Event" is hereby
deleted.
(iv) The definition of "Change of Control" is hereby amended by
adding the following proviso before the final ".":
"; PROVIDED, that in any event the Alcatel Merger shall not be deemed
to be a Change of Control."
(v) The definition of "Existing Banks" is hereby amended and
restated in its entirety to read as follows:
"EXISTING BANKS" shall mean the banks parties to the External Sharing
Debt Agreement, as in effect immediately prior to the Amendment Effective Date.
(vi) The definition of "Existing ESD Agreement" is hereby
deleted.
(vii) The definition of "External Sharing Debt" is hereby
amended by inserting the phrase ", receivable discounting programs" following
after the phrase "credit card programs".
(viii) The definition of "Investment Basket" is hereby amended
and restated in its entirety to read as follows:
"INVESTMENT BASKET" shall mean $1,700,000,000.
(ix) The definition of "L/C Fee Rate" is hereby amended and
restated in its entirety to read as follows:
"L/C FEE RATE" shall mean 125 basis points or, with respect to any
Letter of Credit issued by any Bank, such other rate as may be mutually agreed
between Lucent and such Bank; PROVIDED that upon full cash collateralization of
all or any outstanding Letters of Credit, the L/C Fee Rate for such Letter of
Credit shall mean 25 basis points.
(x) The definition of "Material Adverse Effect" is hereby
amended and restated in its entirety to read as follows:
"MATERIAL ADVERSE EFFECT" shall mean a materially adverse effect on
the business, assets, operations or condition, financial or otherwise, of the
Borrower and its Subsidiaries taken as a whole. It is understood that (i) a
change in the Borrower Debt Ratings or other credit ratings
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by any rating agency and (ii) the Alcatel Merger shall not, in and of itself,
constitute a Material Adverse Effect.
(xi) The definition of "Material Subsidiary" is hereby amended
and restated in its entirety to read as follows:
"MATERIAL SUBSIDIARY" shall mean (i) prior to the Alcatel Merger, any
Subsidiary of the Borrower, the consolidated assets or revenues of which are, at
the time of determination, equal to or greater than 2.5% of the consolidated
assets or consolidated revenues, respectively, of the Borrower and its
Subsidiaries at such time (determined, in the case of revenues, in respect of
the most recent period of four consecutive fiscal quarters of the Borrower for
which the relevant financial information is available), and (ii) following the
Alcatel Merger, each Subsidiary of the Borrower which immediately prior to the
Alcatel Merger satisfied the conditions set forth in clause (i); PROVIDED, that
nothing contained herein shall limit the right of the Borrower to effect any
merger or consolidation of any Subsidiary after consummation of the Alcatel
Merger so long as the Borrower complies with Section 6.03. Such determinations
shall, where applicable, be made excluding intercompany receivables and revenues
that would be eliminated upon consolidation in accordance with GAAP.
(xii) The definition of "Permitted Encumbrances" is hereby
amended and restated in its entirety to read as follows:
"PERMITTED ENCUMBRANCES" shall mean: (a) Liens imposed by law for
taxes that are not yet due or are being contested in compliance with Section
6.06, (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 6.06, (c) pledges and deposits made in the
ordinary course of business in compliance with workers' compensation,
unemployment insurance, officers' and directors' insurance and other social
security laws or regulations, (d) deposits of cash , letters of credit or
Permitted Investments to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business, (e) Liens on receivables subject to factoring or securitization
programs, (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary and (g) unexercised
bankers' Liens; PROVIDED that, except as set forth in clauses (a) - (e) above,
the term "Permitted Encumbrances" shall not include any Lien securing
Indebtedness.
(xiii) The definition of "Permitted Investments" is hereby
amended by (x) deleting the phrase "November 21, 2003" set forth therein and
substituting in lieu thereof the phrase "January 17, 2006", (y) deleting the
"and" before clause (f) and substituting in lieu thereof "," and (z) inserting
the following before the final ".":
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", and (g) investments approved by the Board of Directors of the
Borrower; PROVIDED, that the portfolio of such investments described in this
clause (g) together with investments described in clause (f) shall have a
portfolio duration of not more than two years."
(xiv) The definition of "Required Lucent Banks" is hereby
amended and restated in its entirety to read as follows:
"REQUIRED LUCENT BANKS" shall mean, at any time, the holders of more
than 50% of the sum of (i) the Total Extensions of Credit (as defined in the L/C
Agreement), (ii) the unused Commitments (as defined in the L/C Agreement) and
(iii) the ESD Obligations.
(xv) The definition of "Synthetic Purchase Agreement" is hereby
deleted.
(xvi) The definition of "Termination Date" is hereby amended and
restated in its entirety to read as follows:
"TERMINATION DATE" shall mean the earliest of (a) in the event of the
consummation of the Alcatel Merger, the later of (x) the earlier of (i) the date
which is 120 days after the Alcatel Merger and (ii) June 30, 2007 and (y) the
date of the Alcatel Merger, (b) the end of the Business Day on August 11, 2009
and (c) the date designated by the Borrower in accordance with Section 2.05.
(xvii) Section 1.03 is hereby amended and restated in its
entirety to read as follows:
ACCOUNTING TERMS; GAAP AND IFRS. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed, prior to the Alcatel Merger, in accordance with GAAP, and after the
Alcatel Merger, in accordance with IFRS, in each case as in effect from time to
time; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the Amendment Effective Date in GAAP or IFRS, or
in the respective applications thereof, on the operation of such provision (or
if the Administrative Agent notifies the Borrower that the Required ESD Banks
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or IFRS, or
in the respective applications thereof, then such provision shall be interpreted
on the basis of GAAP or IFRS, as applicable, as in effect and applied
immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith.
IV. AMENDMENTS TO ARTICLE II.
(i) The first sentence of Section 2.01 is hereby amended and
restated in its entirety as follows:
"Subject to the terms and conditions hereof, each Bank shall renew
from time to time the letters of credit previously issued, renewed or
committed by such Bank, as set forth on the schedule prepared by such
Bank and confirmed by the
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Borrower on or prior to the Amendment Effective Date and delivered to
the Administrative Agent promptly thereafter (such letters of credit,
together with any such extended and renewed letters of credit, the
"Letters of Credit"), each such Letter of Credit having been issued
for the account of the Borrower or a Subsidiary thereof and, if
issued for a Subsidiary, guaranteed by the Borrower pursuant to the
terms of the Guarantee and Collateral Agreement."
(ii) The third sentence of Section 2.01 is hereby amended by
deleting the phrase "eighteen months" set forth therein and substituting in lieu
thereof the phrase "three years".
(iii) Section 2.04 is hereby amended by deleting the phrase
"September 30, 2004" set forth therein and substituting in lieu thereof the
phrase "September 30, 2006".
(iv) Section 2.05 is hereby amended by inserting the phrase "(a)"
before "Upon payment" and adding the following paragraph:
"(b) The Borrower shall terminate this Agreement concurrently with any
termination of the commitments under the L/C Agreement. In connection with any
termination of this Agreement or upon the Obligations becoming due under Article
VIII, (i) the Borrower shall forthwith terminate (to the extent that the same
would not automatically terminate), except to the extent the applicable Banks or
other holders of External Sharing Debt Obligations (as defined in the Guarantee
and Collateral Agreement) otherwise agree, any commitments that such Banks or
other holders may have to extend credit that, upon extension, would constitute
External Sharing Debt and (ii) the Borrower shall forthwith deposit, or cause to
be deposited, with the applicable Banks and other holders cash collateral in an
amount equal to any External Sharing Debt Obligations of such applicable Banks
and other holders to the extent not already cash collateralized; PROVIDED, that
in the case of External Sharing Debt Obligations that are calculated on a
▇▇▇▇-to-market basis, such deposit of cash collateral shall mean (i) the deposit
of cash collateral in an amount equal to 100% of the market value of such
External Sharing Debt Obligation on the date of termination of this Agreement
and any customary interest, fees, expenses or charges that the holder of such
External Sharing Debt Obligation may require, and (ii) either (x) the execution
and delivery by the Borrower to the holder of such External Sharing Debt
Obligation of a suitable amendment to any ISDA and CSA agreements (or if such
agreements are not in place, any new ISDA and CSA Agreements, as applicable)
applicable to such External Sharing Debt Obligation on terms and conditions
mutually satisfactory to the Borrower and the holder of such External Sharing
Debt Obligation or (y) the close out of such position which constitutes such
External Sharing Debt Obligation. The agreements in this Section 2.05 and in
Section 2.06 shall survive termination of this Agreement."
(v) Section 2.06 is hereby amended by deleting the phrase "Within
one Business Day of the occurrence of a Cash Collateral Event or" set forth
therein.
V. AMENDMENT TO ARTICLE III.
(i) Section 3.05(a) is hereby amended by deleting the phrase
"September 30, 2003, as included in the Borrower's report on Form 10-K dated
December 9,
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2003, as updated by the Borrower's report on Form 8-K dated June 17,
2004, and for the quarter ended June 30, 2004, as included in the Borrower's
reports on Form 10-Q dated August 5, 2004" set forth therein and substituting in
lieu thereof the phrase "September 30, 2005, as included in the Borrower's
report on Form 10-K dated December 14, 2005, and for the quarters ended December
31, 2005 and March 31, 2006, as included in the Borrower's reports on Form 10-Q
dated February 8, 2006 and May 9, 2006, respectively".
(ii) Section 3.05(b) is hereby amended by deleting the phrase
"September 30, 2003" set forth therein and substituting in lieu thereof the
phrase "September 30, 2005".
VI. AMENDMENT TO ARTICLE IV. Section 4.01 is hereby deleted in its
entirety.
VII. AMENDMENTS TO ARTICLE V.
(i) Section 5.02(a) is hereby amended by inserting the phrase
"prior to the consummation of the Alcatel Merger," at the beginning thereof.
(ii) Section 5.02(b) is hereby amended and restated in its
entirety to read as follows:
(b)(i) prior to the consummation of the Alcatel Merger, no later
than the date on which such statements are required to be filed with the
SEC, its consolidated balance sheets and related statements of income and
cash flows for each of the first three fiscal quarters of each fiscal
year, showing its consolidated financial condition as of the close of such
fiscal quarter and the consolidated results of its operations during such
fiscal quarter and the then elapsed portion of such fiscal year, together
with the certification by one of its Financial Officers as required under
Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and
(ii) upon and following the consummation of the Alcatel Merger,
no later than 60 days following the end of any of the first three fiscal
quarters of each fiscal year or 75 days following the end of the fiscal
year, (x) for the fiscal quarter during which the Alcatel Merger is
consummated, its unaudited consolidated balance sheet as of the close of
such fiscal quarter, and (y) for any other fiscal quarter, its unaudited
consolidated balance sheet and the related statement of income, showing
its consolidated financial condition as of the close of such fiscal
quarter and the consolidated results of its operations during such fiscal
quarter, in each case in addition to such other information regarding the
operations, business affairs and financial condition of the Borrower or
any Subsidiary as the Administrative Agent or any Bank (through the
Administrative Agent) may reasonably request in accordance with Section
5.02(h);
(iii) Section 5.02(c) is hereby amended by (1) deleting the ","
in the second line thereof and replacing it with "or" and deleting the
phrase "Cash Collateral Event" as set forth therein and (2) deleting the
phrase "or Cash Collateral Event" in the fourth line thereof.
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(iv) Section 5.02(d) is hereby amended by inserting the phrase
", including, following the consummation of the Alcatel Merger, any Form 20-F
filings" prior to the ";" as set forth therein.
(v) Section 5.02(e) is hereby amended by inserting the phrase ";
provided, that upon and following the consummation of the Alcatel Merger, the
Borrower shall not be required to comply with clauses (ii) and (iii) of this
Section 5.02(e)" prior to the ";" as set forth therein.
(vi) Section 5.02(f) is hereby amended by inserting the phrase
"; provided, that upon and following the consummation of the Alcatel Merger, the
Borrower shall not be required to comply with this Section 5.02(f)" prior to the
";" as set forth therein.
(vii) Section 5.02(g) is hereby amended by inserting the phrase
"; provided, that upon and following the consummation of the Alcatel Merger, the
Borrower shall not be required to comply with this Section 5.02(g)" prior to the
";" as set forth therein.
(viii) Section 5.03 is hereby amended and restated in its
entirety as follows:
"SECTION 5.03 MAINTAINING RECORDS. The Borrower will record,
summarize and report all financial information in accordance with GAAP (prior to
the consummation of the Alcatel Merger) or IFRS (upon and following the
consummation of the Alcatel Merger), as applicable, for the purpose of issuing
the financial statements as required pursuant to Sections 5.02(a) and (b)."
(ix) Section 5.04(a) is hereby amended by deleting the phrase
"or Cash Collateral Event" as set forth therein.
(x) Section 5.05 is hereby amended by deleting the phrase "any
merger" set forth therein and substituting in lieu thereof the phrase "the
Alcatel Merger or any other merger".
(xi) Section 5.06 is hereby amended by inserting the phrase "(or
after the Alcatel Merger, IFRS)" after the phrase "GAAP".
(xii) Section 5.11 is hereby amended by inserting the phrase
"From the Amendment Effective Date until the consummation of the Alcatel Merger,
the Borrower shall be required to:" at the beginning thereof.
(xiii) Section 5.11(c) is hereby amended by inserting the phrase
"(it being understood and agreed that prior to the consummation of the Alcatel
Merger, the Borrower shall not be required to comply with clause (ii) of this
Section 5.11(c); PROVIDED, that if the closing of the Alcatel Merger shall not
occur by or before March 31, 2007, then the Borrower shall be required to
satisfy the requirements of clause (ii) of this Section 5.11(c) by or before
April 30, 2007)" immediately before clause (iii).
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(xiv) Section 5.11(d) is hereby amended by inserting the phrase
"(it being understood and agreed that prior to the consummation of the Alcatel
Merger, the Borrower shall not be required to comply with clause (ii) of this
Section 5.11(d); PROVIDED, that if the closing of the Alcatel Merger shall not
occur by or before March 31, 2007, then the Borrower shall be required to
satisfy the requirements of clause (ii) of this Section 5.11(d) by or before
April 30, 2007") immediately before clause (iii).
(xv) Section 5.12 is hereby amended by deleting the phrase
"$1,100,000,000" set forth therein and substituting in lieu thereof phrase
"$1,000,000,000".
VIII. AMENDMENTS TO ARTICLE VI.
(i) Section 6.01(a) is hereby amended by deleting the phrase
"$383,000,000" set forth therein and substituting in lieu thereof the phrase
"$478,000,000 as of July 31, 2006".
(ii) Section 6.01(b) is hereby amended and restated in its
entirety to read as follows:
"The Borrower will not permit, at any time, the aggregate amount of
(i) the Commitments under the L/C Agreement (as such term is defined therein)
and (ii) External Sharing Debt outstanding under this Agreement to exceed
$1,500,000,000."
(iii) Section 6.02 is hereby amended by inserting the phrase
"and any Alcatel Subsidiary" after the phrase "any Excluded Subsidiary".
(iv) Section 6.03 is hereby amended by inserting the following
before the final ".":
", excluding (i) the Alcatel Merger and (ii) after the Alcatel
Merger, any such transaction or series of transactions among Subsidiaries of the
Borrower, or among or between any such Subsidiaries and any other subsidiaries
of Alcatel, so long as the assets and revenues of the Borrower and the Material
Subsidiaries (excluding any Alcatel Subsidiary) taken as a whole are, at the
time of determination, equal to or greater than 75% of the consolidated assets
and consolidated revenues of the Borrower and the Material Subsidiaries prior to
the Alcatel Merger (determined, in the case of revenues, in respect of the most
recent period of four consecutive fiscal quarters of the Borrower immediately
preceding the Alcatel Merger) (each, a "PERMITTED TRANSACTION")."
(v) Section 6.04 is hereby amended by inserting the following
at the beginning thereof: "Excluding (i) the Alcatel Merger and (ii) any
Permitted Transaction,".
(vi) Section 6.05 is hereby amended by inserting the following
proviso before the final ".":
"; PROVIDED, that following the consummation of the Alcatel Merger,
the Borrower shall not be required to comply with this Section 6.05."
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(vii) Section 6.07 is hereby deleted in its entirety.
IX. AMENDMENTS TO ARTICLE VII. Article VII is hereby amended and
restated in its entirety to read as follows:
"The Borrower agrees with each Bank and the Administrative Agent that
until all Letters of Credit have expired or terminated, all L/C Disbursements
shall have been reimbursed or cash collateralized, and all fees and other
amounts payable hereunder shall have been paid in full it will not permit the
amount of unrestricted cash and Permitted Investments ("AVAILABLE CASH") held by
the Borrower and its Subsidiaries at any time to be less than $1,000,000,000,
which amount of Available Cash shall be maintained in accounts of the Borrower
and the Subsidiary Guarantors that are located in the United States and are,
pursuant to Section 5.12, subject to a Control Agreement."
X. AMENDMENT TO ARTICLE VIII. Article VIII(d) is hereby amended by
deleting the phrase "Section 5.02(e)" set forth therein in its entirety.
XI. AMENDMENT TO ARTICLE X. Section 10.13(a) is hereby amended by
deleting "or (ii)" in the eighth line thereof and replacing it with ", (ii)
prior to the consummation of the Alcatel Merger," and adding the following prior
to ".":
"or (iii) upon or after the consummation of the Alcatel Merger, the
release of any or all of the Collateral and, in the case of any
Subsidiary which ceases to be a subsidiary of the Borrower and so
long as the Borrower complies with Section 7.03, the release of the
guarantee obligations of such Subsidiary; PROVIDED, that
notwithstanding anything to the contrary contained herein or in any
other Credit Document, upon and after the consummation of the Alcatel
Merger, the Borrower shall be required to comply with Sections 2.05
and 2.06(a)."
XII. AMENDMENT EFFECTIVE DATE. This Amendment shall become effective
on the date (the "AMENDMENT EFFECTIVE DATE") on which the following conditions
are satisfied:
(i) The Administrative Agent shall have received (i) this
Amendment, executed and delivered by the Administrative Agent, the Borrower and
the Required ESD Banks (it being understood that any amendment contained herein
which requires consent of each Existing Bank shall be enforceable against such
Existing Bank upon delivery of this Amendment by the Administrative Agent, the
Borrower and the Existing Bank), (ii) the L/C Agreement, executed and delivered
by the Administrative Agent, the Borrower and the banks parties thereto, (iii)
the Guarantee and Collateral Agreement, executed and delivered by the Borrower
and each Subsidiary Guarantor, (iv) an Acknowledgement and Consent in the form
attached to the Guarantee and Collateral Agreement, executed and delivered by
each Issuer (as defined therein), if any, that is not a Credit Party and (v) the
Collateral Sharing Agreement, executed and delivered by the Collateral Agent and
the Borrower.
(ii) All governmental and third party approvals necessary in
connection with the Transactions shall have been obtained and be in full force
and effect.
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(iii) The Banks and the Administrative Agent shall have received
all fees required to be paid, and all expenses for which invoices have been
presented (including the reasonable fees and expenses of legal counsel), on or
before the Amendment Effective Date.
(iv) Administrative Agent shall have received a certificate of
each Credit Party, dated the Amendment Effective Date, substantially in the form
of Exhibit D, with appropriate insertions and attachments.
(v) The Administrative Agent shall have received the following
executed legal opinions:
i. the legal opinion of Sidley Austin LLP, counsel to the Borrower,
substantially in the form of Exhibit E-1; and
ii. the legal opinion of in-house counsel to the Borrower, substantially in
the form of Exhibit E-2.
Each such legal opinion shall cover such other matters incident to the
Transactions as the Administrative Agent may reasonably require.
(vi) To the extent not already held by the Collateral Agent, the
Collateral Agent shall have received, to the extent required by the Guarantee
and Collateral Agreement, the certificates representing the shares of Capital
Stock pledged pursuant to the Guarantee and Collateral Agreement, together with
an undated stock power for each such certificate executed in blank by a duly
authorized officer of the pledgor thereof; PROVIDED, that no such certificates
shall be required to be delivered on the Amendment Effective Date. If the
closing of the Alcatel Merger shall not occur by or before March 31, 2007, then
the Borrower shall be required to satisfy the requirements of this clause (vi)
by or before April 30, 2007.
(vii) Each document (including any Uniform Commercial Code
financing statement) required by the Guarantee and Collateral Agreement or under
law or reasonably requested by the Administrative Agent to be filed, registered
or recorded in order to create in favor of the Collateral Agent, for the benefit
of the Secured Parties, a perfected Lien on the Collateral described therein,
prior and superior in right to any other Person (other than with respect to
Liens expressly permitted by Section 6.02 of the External Sharing Debt
Agreement), shall be in proper form for filing, registration or recordation;
PROVIDED, that any additional filing with the U.S. Patent Office shall not be
required to filed, registered or recorded on the Amendment Effective Date. If
the closing of the Alcatel Merger shall not occur by or before March 31, 2007,
then the Borrower shall be required to satisfy the requirements of this clause
(vii) with respect to any additional filing with the U.S. Patent Office by or
before April 30, 2007.
(viii) The Collateral Agent shall have received insurance
certificates satisfying the requirements of Section 5.2 of the Guarantee and
Collateral Agreement.
XIII. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly amended
hereby, the provisions of the External Sharing Debt Agreement, as amended and
restated, are and shall remain in full force and effect.
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XIV. GOVERNING LAW. This Amendment and the rights and obligations of
the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
XV. COUNTERPARTS. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the
Banks have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.
LUCENT TECHNOLOGIES INC.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
Signature Page to Second Amendment to External Sharing Debt Agreement
JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to Second Amendment to External Sharing Debt Agreement
CITIBANK, N.A.
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Signature Page to Second Amendment to External Sharing Debt Agreement
HSBC BANK USA, N.A.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Signature Page to Second Amendment to External Sharing Debt Agreement
THE SAUDI BRITISH BANK
By: /S/ ▇▇▇ ▇▇▇
-----------
Name: ▇▇▇ ▇▇▇
Title: Senior Relationship Manager
Signature Page to Amended and Restated External Sharing Debt Agreement
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LTD
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Corporate Banking
Northern India
Signature Page to Amended and Restated External Sharing Debt Agreement
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LTD
By: /S/ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Title: Managing Director
Head of Corporate Banking, Hong Kong
Signature Page to Amended and Restated External Sharing Debt Agreement
HSBC Bank plc
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ DE RIVALTZ
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ de Rivaltz
Title: Relationship Manager
Signature Page to Second Amendment to External Sharing Debt Agreement
HSBC Bank Egypt S.A.E.
By: /S/ ▇▇▇▇ EL SAYED
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Name: ▇▇▇▇ El ▇▇▇▇▇
Title: Assistant General Manager,
Corporate Banking
Signature Page to Amended and Restated External Sharing Debt Agreement
HSBC BANK MIDDLE EAST LTD
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Corporate Relationship Manager
Signature Page to Amended and Restated External Sharing Debt Agreement
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED, TAIWAN
By: /S/ ▇▇▇▇▇▇▇ ▇ ▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇ ▇ ▇▇▇▇
Title: Senior Vice President, Corporate
Banking (International)
Signature Page to Amended and Restated External Sharing Debt Agreement
HSBC BANK BRASIL SA, BANCO MULTIPLO
By: /S/ CHRISTIAN REZENDO
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Name: Christian Rezendo
Title: Division Head-CIB
By: /S/ ▇▇▇▇▇▇▇ ▇. VALRANO
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Name: ▇▇▇▇▇▇▇ ▇. Valrano
Title: Division Head-CIB
Signature Page to Amended and Restated External Sharing Debt Agreement
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED, SEOUL BRANCH
By: /S/ MAGNUS ▇ ▇ ▇▇▇▇▇▇
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Name: Magnus ▇ ▇ ▇▇▇▇▇▇
Title: Director
Signature Page to Amended and Restated External Sharing Debt Agreement
BARCLAYS BANK PLC
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Director
Signature Page to Amended and Restated External Sharing Debt Agreement
SOCIETE GENERALE
By: /S/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
Signature Page to Amended and Restated External Sharing Debt Agreement
ALLIED IRISH BANKS
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /S/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Vice President
Signature Page to Amended and Restated External Sharing Debt Agreement