Exhibit 4.11 1,750,000 PREFERRED SECURITIES LUCENT TECHNOLOGIES CAPITAL TRUST I 7.75% CUMULATIVE CONVERTIBLE TRUST PREFERRED SECURITIES GUARANTEED BY, AND CONVERTIBLE INTO THE COMMON STOCK OF, LUCENT TECHNOLOGIES INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
AND TRUSTEE INDENTUREIndenture • February 26th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
Exhibit 99.4 SECOND AMENDMENT TO FIVE-YEAR AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT SECOND AMENDMENT, dated as of August 16, 2001, to the 5-Year Amended and Restated Revolving Credit Facility Agreement, dated as of February 26, 1998,...Lucent Technologies Inc • August 16th, 2001 • Telephone & telegraph apparatus • New York
Exhibit 1B LUCENT TECHNOLOGIES INC. Medium Term Notes, Series [ ] FORM OF DISTRIBUTION AGREEMENT (_________, 199_) (Name of Agents) (Address) Ladies and Gentlemen: Lucent Technologies Inc., a Delaware corporation (the "Company"), proposes to issue and...Distribution Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
Form of Agreement for France Optionees Non-Officer - Active EmployeeOption Agreement • April 22nd, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • Delaware
BY AND AMONGAgreement and Plan of Merger • October 20th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
e) Neither the issuance or sale of the Notes nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will result in a breach of any of the terms and provisions of, or constitute a default...Underwriting Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
STOCKHOLDERS AGREEMENT dated as of August 17, 1999 (this "Agreement"), among LUCENT TECHNOLOGIES INC., a Delaware corporation ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and,...Stockholders Agreement • August 27th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
1 Exhibit 1C LUCENT TECHNOLOGIES INC. Euro-Medium Term Notes, Series ___ FORM OF INTERNATIONAL DISTRIBUTION AGREEMENTTerms Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
Warrant AgentWarrant Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.7 WARRANT AGREEMENTWarrant Agreement • December 3rd, 2004 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
and THE BANK OF NEW YORK as Trustee INDENTURE Dated as ofLucent Technologies Inc • May 14th, 2002 • Telephone & telegraph apparatus • New York
LUCENT TECHNOLOGIES INC. ISSUER AND THE BANK OF NEW YORK TRUSTEE INDENTURELucent Technologies Inc • June 25th, 2003 • Telephone & telegraph apparatus • New York
ANDTrust Agreement • May 14th, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • Delaware
among LUCENT TECHNOLOGIES INC., as BorrowerLucent Technologies Inc • August 15th, 2006 • Telephone & telegraph apparatus • New York
Exhibit 99.3 SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT FACILITY AGREEMENT SECOND AMENDMENT, dated as of August 16, 2001, to the 364-Day Revolving Credit Facility Agreement, dated as of February 22, 2001, as amended by the First Amendment dated as...Lucent Technologies Inc • August 16th, 2001 • Telephone & telegraph apparatus • New York
1- 2 to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment...Underwriting Agreement • July 21st, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
5-YEARLucent Technologies Inc • February 27th, 2001 • Telephone communications (no radiotelephone) • New York
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Dated as of August 9, 1999Agreement and Plan of Merger • August 19th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
BY AND AMONGAgreement and Plan of Merger • July 28th, 2000 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Texas
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...Lucent Technologies Inc • August 15th, 2006 • Telephone & telegraph apparatus • New York
By and AmongAgreement and Plan of Merger • January 15th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
BETWEEN AT&T CORP. ANDLicense Agreement • February 5th, 1996 • Lucent Technologies Inc
CONFORMED COPY STOCKHOLDERS AGREEMENT dated as of April 27, 1998, among LUCENT TECHNOLOGIES INC., a Delaware corporation ("Parent"), REINDEER ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and the persons...Stockholders Agreement • April 30th, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
BY AND AMONGAgreement and Plan of Merger • October 20th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
By and AmongAgreement and Plan of Merger • August 27th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
364-DAYAgreement • February 27th, 2001 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
EXECUTION COPY EXHIBIT 99.3 AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by LUCENT TECHNOLOGIES INC. and certain of its Subsidiaries in favor of JPMorgan Chase Bank, as Collateral Agent Dated as of May 28, 2003 TABLE OF CONTENTSGuarantee and Collateral Agreement • May 28th, 2003 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
ARTICLE IRetention Agreement • April 30th, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
June 12, 1997 Mr. Ben Verwaayen Biltseweg 11 3735 MA Bosch en Duin Nederland Dear Ben: It gives me great pleasure to offer you a position within Lucent Technologies Inc. (hereinafter referred to as "Lucent" or "the Company"). In addition to confirming...Lucent Technologies Inc • December 22nd, 1997 • Telephone communications (no radiotelephone) • New Jersey
1 (10) (iii) (A)3 LUCENT TECHNOLOGIES INC. OFFICER LIFE INSURANCE OPTION PLAN 1. PURPOSE The purpose of the Lucent Technologies Inc. Officer Life Insurance Option Plan (the "Plan") is to provide Officers of Lucent Technologies Inc. (the "Company")...Lucent Technologies Inc • May 12th, 1998 • Telephone communications (no radiotelephone) • New Jersey
1 (10) (iii) (A)5 Consulting Agreement of Mr. Schacht effective March 1, 1998 March 1, 1998 Mr. Henry B. Schacht Dear Henry, I am writing this letter to set out the details of our agreement with respect to your retention by Lucent Technologies Inc....Lucent Technologies Inc • May 12th, 1998 • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 10.2Fourth Amendment • February 10th, 2004 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
among AT&T CORP. NCR CORPORATION andTechnology License Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
AMENDMENTThe Rights Agreement • December 22nd, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone)
