Exhibit 3
BLUE HARBOUR GROUP, LP
May 1, 2006
Ladies and Gentlemen:
Blue Harbour Strategic Value Partners Master Fund, LP, a Cayman Islands exempted
limited partnership (the "Fund"), Blue Harbour GP, LLC, a Delaware limited
liability company ("Fund GP"), Blue Harbour Group, LP, a Delaware limited
partnership ("Manager"), Blue Harbour Holdings, LLC, a Delaware limited
liability company ("Manager GP"), Xxxxxxx X. Xxxxxxx ("Xx. Xxxxxxx" and,
together with the Fund, Fund GP, Manager and Manager GP, each a "Blue Harbour
Reporting Person" and collectively, the "Blue Harbour Reporting Persons"), Omega
Associates, L.L.C., a Delaware limited liability company ("Associates"), Omega
Capital Partners, L.P., a Delaware limited partnership ("Capital LP"), Omega
Capital Investors, L.P., a Delaware limited partnership ("Investors LP"), Omega
Equity Investors, L.P., a Delaware limited partnership ("Equity LP"), Omega
Advisors, Inc., a Delaware corporation ("Advisors"), Omega Overseas Partners,
Ltd., a Cayman Islands exempted company ("Overseas") and Xxxx X. Xxxxxxxxx ("Xx.
Xxxxxxxxx" and, together with Associates, Capital LP, Investors LP, Equity LP,
Advisors and Overseas, each an "Omega Person" and collectively, the "Omega
Persons") (the Blue Harbour Reporting Persons and Xx. Xxxxxxxxx are each
referred to herein as a "Reporting Person" and collectively as the "Reporting
Persons") are beneficial owners of shares of common stock, par value $0.01 per
share (the "Company Common Stock") of Agere Systems Inc., a Delaware corporation
(the "Company"). In connection with such ownership in the Company, Manager and
Xx. Xxxxxxxxx are submitting a joint letter to the Chief Executive Officer of
the Company with respect to the Company's business (the "Joint Letter"). As a
result of the submission of the Joint Letter and their respective ownership
interests in the Company Common Stock, the Reporting Persons will jointly file a
Schedule 13D with the U.S. Securities and Exchange Commission (the "Joint
Schedule 13D") and enter into an agreement as to joint filing with respect
thereto (the "Joint Filing Agreement"). In order to ensure that each of the
Reporting Persons and its affiliates have available to them on a timely basis
all information required to be included in a Schedule 13D (including amendments
thereto) required to be filed by such Reporting Person and its affiliates, the
parties hereto hereby agree as follows:
1. Each party hereto represents and warrants to each of the other parties
hereto that (i) as of the date hereof it beneficially owns (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act")) the securities of the Company set forth on the
attached Schedule I and (ii) the information supplied (or to be
supplied) by or on behalf of each party hereto specifically for
inclusion in the Joint Schedule 13D will, at the time the Joint
Schedule 13D or any amendments thereto are filed with the U.S.
Securities and Exchange Commission, be true and correct in all material
respects, and disclosure included in the Joint Schedule 13D with
respect to each party hereto will, at the time of such filing, comply
in all material respects with the applicable requirements of Schedule
13D.
2. Each of the Reporting Persons will timely provide to the other
Reporting Persons all information with respect to such Reporting Person
and its affiliates (or, with respect to such Reporting Person and its
affiliates, any of the persons enumerated in Instruction C to Schedule
13D) required to be included by the other Reporting Person in any
Schedule 13D or amendment thereto required to be filed by them with
respect to the Company Common Stock. Without limiting the generality of
the foregoing, if on any day, a Reporting Person or any of its
affiliates (or, with respect to such Reporting Person and its
affiliates, any of the persons enumerated in Instruction C to Schedule
13D) effects any purchase or sale of shares of Company Common Stock,
such Reporting Persons shall promptly (but in any event within one
business day) notify the other Reporting Persons of (i) the identity of
the entity that effected the transaction and the identity of such
entities that have sole or shared power to vote and/or dispose of such
shares and/or any entities entitled to or having the power to receive
the proceeds from the sale of such shares, (ii) the date of the
transaction, (iii) the number of shares purchased and/or sold, (iv) the
price paid or received per share purchased or sold and (v) where and
how the transaction was effected.
3. Each of the Reporting Persons shall promptly (but in any event within
one business day) provide to the other Reporting Persons a copy of any
written agreement, contract, arrangement, understanding, plan or
proposal, entered into by it or any of its affiliates (or, with respect
to such Reporting Person and its affiliates, any of the persons
enumerated in Instruction C to Schedule 13D) that is required to be
disclosed under Item 6 of Schedule 13D.
4. The Blue Harbour Reporting Persons and the Omega Persons agree and
acknowledge that they are not acting as a "group" (within the meaning
of Section 13(d)(3) of the Exchange Act) and do not have any
arrangements, understandings or agreements with or obligations to each
other with respect to their shares of Company Common Stock except to
the extent disclosed in the Joint Schedule 13D and that neither the
Blue Harbour Reporting Persons, on the one hand, nor the Omega Persons,
on the other hand, are responsible for any action taken or statement
made by the other with respect to its interests in the Company unless
such action or statement is taken or made jointly by the Blue Harbour
Reporting Persons and the Omega Persons.
5. The Blue Harbour Reporting Persons, on the one hand, and the Omega
Persons, on the other hand, shall promptly (but in any event within one
business day) notify the other of any action taken or public statement
made by such person with respect to its investment in the Company.
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6. The terms of this letter agreement shall be binding upon each of the
parties hereto; provided however, that this letter agreement may be
terminated at any time by either the Blue Harbour Reporting Persons or
the Omega Persons upon written notice to the other that they wish to
cease filing Schedule 13D on a joint basis with respect to the Company
Common Stock. Upon the termination of this letter agreement, the Joint
Schedule 13D will be amended to reflect the termination of this letter
agreement and the Joint Filing Agreement. Notwithstanding the
foregoing, the termination of this letter agreement shall not relieve
any party hereto from liability for any breach of this letter agreement
occurring prior to such termination.
7. The Blue Harbour Reporting Persons (other than Xxxxxxx X. Xxxxxxx),
jointly and severally, on the one hand, and the Omega Persons (other
than Xxxx X. Xxxxxxxxx), jointly and severally, on the other hand,
(each an "Indemnifying Party") hereby agree to indemnify, defend and
hold harmless the other and its respective directors, officers,
employees, agents, advisors, consultants, representatives, affiliates,
successors and assigns (each an "Indemnified Party") from and against
any and all losses, liabilities, obligations, payments, claims,
damages, charges, taxes, judgments, fines, penalties, amounts paid in
settlement, costs and expenses (including interest which may be imposed
in connection therewith, costs and expenses of investigation and fees,
expenses and disbursements of counsel, consultants and other experts)
sustained, incurred or suffered by or asserted against any Indemnified
Party in respect of (i) any breach of the Indemnifying Party's
representations and warranties contained in this letter agreement, (ii)
the Indemnifying Party's failure to perform or otherwise fulfill any of
its agreements, covenants, obligations or undertakings hereunder or
(iii) any breach of the Indemnifying Party's certifications,
representations or warranties contained in any written statement
delivered by such Indemnifying Party pursuant to this letter agreement.
Notwithstanding any other provision of this letter agreement, the terms
of this Section 7 shall survive and be binding upon each party hereto
until the second anniversary of the date this letter agreement is
terminated pursuant to Section 6 hereof.
8. The Blue Harbour Reporting Persons, on the one hand, and the Omega
Persons, on the other hand, shall bear and be responsible for one-half
of the attorneys' and filing fees and other reasonable expenses related
to the preparation and filing of the Joint Schedule 13D (including
amendments thereto) and any related agreements which the parties hereto
jointly file or execute (as the case may be) in connection with their
ownership of the Company Common Stock. Obligations under this Section 8
will cease to accrue when the Blue Harbour Reporting Persons and Xx.
Xxxxxxxxx are not party to any Schedule 13D filed jointly regarding the
Company Common Stock.
9. This letter agreement shall be governed by the laws of the State of New
York, without regard for the conflicts of law principles thereof.
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Please confirm your agreement with the foregoing by executing and returning a
copy of this letter to us.
Dated: May 1, 2006
BLUE HARBOUR GROUP, LP
By: Blue Harbour Holdings, LLC,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
ACCEPTED AND AGREED:
BLUE HARBOUR STRATEGIC VALUE
PARTNERS MASTER FUND, LP
By: Blue Harbour GP, LLC, its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
BLUE HARBOUR GP, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
BLUE HARBOUR HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
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OMEGA ASSOCIATES, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
OMEGA CAPITAL PARTNERS, L.P.
By: Omega Associates, L.L.C., its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
OMEGA CAPITAL INVESTORS, L.P.
By: Omega Associates, L.L.C., its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
OMEGA EQUITY INVESTORS, L.P.
By: Omega Associates, L.L.C., its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Member
OMEGA ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
OMEGA OVERSEAS PARTNERS, LTD.
By: Omega Advisors, Inc., in its capacity as investment advisor
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------------
Name: Xxxx X. Xxxxxxxxx
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Schedule I
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Reporting Person Securities of Company Beneficially
Owned by the Reporting Person
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Blue Harbour Strategic Value Partners Master Fund, LP 4,889,000
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Blue Harbour GP, LLC 4,889,000
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Blue Harbour Group, LP 4,889,000
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Blue Harbour Holdings, LLC 4,889,000
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Xxxxxxx X. Xxxxxxx 4,889,000
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Xxxx X. Xxxxxxxxx 4,864,800
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