0000950123-03-008227 Sample Contracts

FIRST AMENDMENT
Lucent Technologies Inc • July 16th, 2003 • Telephone & telegraph apparatus • New York

FIRST AMENDMENT (this “Amendment”), dated as of June 6, 2003 to (i) the Letter of Credit Issuance and Reimbursement Agreement, dated as of May 28, 2003 (as amended, supplemented or otherwise modified from time to time, the “L/C Agreement”), among Lucent Technologies Inc. (the “Borrower”), the banks from time to time parties thereto (the “L/C Banks”) and JPMorgan Chase Bank, as Administrative Agent, (ii) the External Sharing Debt Agreement, dated as of May 28, 2003 (as amended, supplemented or otherwise modified from time to time, the “ESD Agreement”; together with the L/C Agreement, the “Credit Agreements”), among the Borrower, the banks from time to time parties thereto (the “ESD Banks”) and JPMorgan Chase Bank, as Administrative Agent, (iii) the Amended and Restated Guarantee and Collateral Agreement, dated as of May 28, 2003 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), made by each of the signatories thereto (the “Gran

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SECOND AMENDMENT
Letter of Credit Issuance and Reimbursement Agreement, External Sharing Debt Agreement • July 16th, 2003 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York

SECOND AMENDMENT (this “Amendment”), dated as of July 7, 2003 to (i) the Letter of Credit Issuance and Reimbursement Agreement, dated as of May 28, 2003 (as amended, supplemented or otherwise modified from time to time, the “L/C Agreement”), among Lucent Technologies Inc. (the “Borrower”), the banks from time to time parties thereto (the “L/C Banks”) and JPMorgan Chase Bank, as Administrative Agent and (ii) the External Sharing Debt Agreement, dated as of May 28, 2003 (as amended, supplemented or otherwise modified from time to time, the “ESD Agreement”; together with the L/C Agreement, the “Credit Agreements”), among the Borrower, the banks from time to time parties thereto (the “ESD Banks”) and JPMorgan Chase Bank, as Administrative Agent.

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