1 Exhibit 4.2 RIGHTS AGREEMENT Dated as of March 26, 2001Rights Agreement • April 5th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 7th, 2006 • Agere Systems Inc • Semiconductors & related devices • Delaware
INDENTUREIndenture • August 9th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
SharesUnderwriting Agreement • March 26th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
Form of Underwriting AgreementUnderwriting Agreement • June 6th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
2 3 2. Registration of Shares, etc. (a) Agere has filed with the Securities and Exchange Commission (the "Commission") a registration statement (No. 333-51594) on Form S-1, including a prospectus relating to Agere Common Stock to be sold by Agere and...Exchange Agreement • March 26th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
AS ISSUERIndenture • June 11th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
LUCENT TECHNOLOGIES MICROELECTRONICS PTE. LTD. JOINT VENTURE AGREEMENTJoint Venture Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices
By and betweenAsset Purchase Agreement • January 31st, 2003 • Agere Systems Inc • Semiconductors & related devices • New York
Shares Class A Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 20th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
WILLIAM R. CARAPEZZI, JR. 6C316 VP - Global Tax & Trade 600 Mountain Avenue Murray Hill, NJ 07974 908-582-8526 FAX 908-582-4640 March 4, 2002 Agere Systems Inc. Mr. Gary A. Henningsen, Jr. 2 Oak Way, Room 5NB01 Berkeley Heights, NJ 07922 RE: Tax...Tax Sharing Agreement • March 11th, 2002 • Agere Systems Inc • Semiconductors & related devices
AMENDED AND RESTATED RIGHTS AGREEMENT Between AGERE SYSTEMS INC. AND COMPUTERSHARE INVESTOR SERVICES, LLC, (as successor to The Bank of New York), Rights AgentRights Agreement • June 1st, 2005 • Agere Systems Inc • Semiconductors & related devices • New York
AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), originally dated as of March 26, 2001 and amended and restated as of May 27, 2005, between AGERE SYSTEMS INC., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, (the “Rights Agent”).
BY AND BETWEENTrademark License Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
Joint Filing AgreementJoint Filing Agreement • February 14th, 2003 • Agere Systems Inc • Semiconductors & related devices
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, $0.01 par value of Agere Systems Inc., dated as of February 13, 2003, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
BY AND AMONGMerger Agreement • February 6th, 2004 • Agere Systems Inc • Semiconductors & related devices • New York
the entire issued share capital in MASSANA LIMITED ARTHUR COX Earlsfort Centre Earlsfort Terrace Dublin 2 CONTENTS CLAUSE 1 DEFINITIONS AND INTERPRETATION......................................1 2 SALE AND...Agreement for the Sale and Purchase of Shares • September 23rd, 2003 • Agere Systems Inc • Semiconductors & related devices
SharesUnderwriting Agreement • March 26th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
ANDSeparation and Distribution Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
by and amongRegistration Rights Agreement • June 3rd, 2003 • Agere Systems Inc • Semiconductors & related devices • New York
EXHIBIT 10 RECEIVABLES LOAN AGREEMENT DATED AS OF JANUARY 22, 2002Receivables Loan Agreement • May 21st, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.7 [DRAFT] AGERE SYSTEMS INC. 2001 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • Delaware
ANDEmployee Benefits Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices
amongRevolving Credit and Term Loan Facility Agreement • October 5th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
by and amongPatent and Technology License Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
SUPPLEMENTAL AGREEMENT TO JOINT VENTURE AGREEMENT DATED DECEMBER 19, 1997Joint Venture Agreement • September 23rd, 2004 • Agere Systems Inc • Semiconductors & related devices
AGERE SYSTEMS INC.Technology Assignment and Joint Ownership Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices
AMENDMENT TO THE MICROELECTRONICS PURCHASE AGREEMENT This Amendment effective as of JULY 17, 2002 to the Microelectronics Purchase Agreement by and between Agere Systems Inc. ("Agere" or "Seller") and Lucent Technologies Inc. ("Lucent" or "Buyer")...Microelectronics Purchase Agreement • July 19th, 2002 • Agere Systems Inc • Semiconductors & related devices
EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN LUCENT TECHNOLOGIES INC.Employee Benefits Agreement • July 18th, 2002 • Agere Systems Inc • Semiconductors & related devices
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 1st, 2005 • Agere Systems Inc • Semiconductors & related devices
This First Amendment to Rights Agreement (this “Amendment”), dated as of April 1, 2005, by and between AGERE SYSTEMS INC., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK (“BNY”), amends the Rights Agreement, dated as of March 26, 2001, by and between the Company and BNY (the “Rights Agreement”).
EXHIBIT 10.8 [DRAFT] AGERE SYSTEMS INC. 2001 LONG TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • Delaware
by and betweenFiber Product Purchase Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.8 AGERE SYTEMS INC. 2001 LONG TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT NAME HR ID NO. GRANT DATE EXPIRATION DATE Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. You have been...Nonstatutory Stock Option Agreement • February 20th, 2001 • Agere Systems Inc • Semiconductors & related devices • Delaware
Exhibit 10.2 TERMINATION AGREEMENT Agere Systems Inc. ("Agere") and Lucent Technologies Inc. ("Lucent") are parties to a Joint Design Center Operating Agreement dated as of February 1, 2001, relating to Micro Electro Mechanical Systems ("MEMS"). An...Termination Agreement • June 11th, 2002 • Agere Systems Inc • Semiconductors & related devices
Agere Systems Inc. ("Agere") and Lucent Technologies Inc. ("Lucent") are parties to a Joint Design Center Operating Agreement dated as of February 1, 2001, relating to Micro Electro Mechanical Systems ("MEMS"). An important element in the success of the activities performed under that Agreement is the operation of Agere's SFRL facility located in Lucent's Murray Hill offices.
AGREEMENT of SALEAgreement of Sale • September 19th, 2005 • Agere Systems Inc • Semiconductors & related devices • New York
This Agreement is not assignable by Buyers or Company without the express written consent of the Buyers, in respect of a proposed assignment by Company, and of Company, in respect of a proposed assignment by a Buyer. Any attempted assignment without such consent shall be null and void and shall constitute a default of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, AGSCL may freely assign this Agreement to an entity controlled by Angelo, Gordon & Co., L.P. In the event of any such assignment, AGSCL will notify Company accordingly and the assignee will be deemed to have assumed all obligations and responsibilities of the assignor hereunder.
1 3 (c) Supplemental provisions applicable to this Agreement are set forth in Schedule 1.2. If any of the terms and conditions of the main body of this Agreement are in conflict with any of the terms of Schedule 1.2, the terms of Schedule 1.2 shall...Product Purchase Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
