ContractReceivables Loan Agreement • December 12th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
AMENDMENT NO. 1 AND WAIVER Dated as of August 29, 2002 to RECEIVABLES LOAN AGREEMENT Dated as of January 22, 2002 THIS AMENDMENT NO. 1 AND WAIVER (this “Amendment and Waiver”) dated as of August 29, 2002 is entered into by and among AGERE SYSTEMS RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Borrower”), AGERE SYSTEMS INC., a Delaware corporation, as collection agent (the “Collection Agent”) the entities parties hereto as “CONDUIT LENDERS”, “RELATED COMMITTED LENDERS” and “LENDER AGENTS” and WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as agent for the Lenders (in such capacity, the “Agent”). PRELIMINARY STATEMENTS A. The Borrower, the Conduit Lenders, the Related Committed Lenders, the Lender Agents and the Agent are parties to that certain Receivables Loan Agreement dated as January 22, 2002 (as amended or otherwise modified prior to the date hereof, the “Receivables Loan Agreement”). Capitalized terms used and not otherwise defined herein shall have
ContractTermination Agreement • December 12th, 2002 • Agere Systems Inc • Semiconductors & related devices
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 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. In view of changes contemplated with respect to the future operation of the SFRL facility in Murray Hill, Agere and Lucent have agreed that the arrangements set forth in the Joint Design Center Operating Agreement will be difficult to implement. Agere and Lucent further agree that it is desirable to continue certain development activities related to optical MEMS, and that those activities should be governed by individually negotiated development agreements (including joint development agreements where appropriate) specific to each development activity. In view of the foregoing, Agere and Lu
ContractReceivables Loan Agreement • December 12th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
AMENDMENT NO. 2 Dated as of November 12, 2002 to RECEIVABLES LOAN AGREEMENT Dated as of January 22, 2002 THIS AMENDMENT NO. 2 (this “Amendment”) dated as of November 12, 2002 is entered into by and among AGERE SYSTEMS RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Borrower”), AGERE SYSTEMS INC., a Delaware corporation, as collection agent (the “Collection Agent”), the entities parties hereto as “CONDUIT LENDERS”, “RELATED COMMITTED LENDERS” and “LENDER AGENTS” and WESTLB AG, NEW YORK BRANCH (formerly known as Westdeutsche Landesbank Girozentrale, New York Branch), as agent for the Lenders (in such capacity, the “Agent”). PRELIMINARY STATEMENTS A. The Borrower, the Conduit Lenders, the Related Committed Lenders, the Lender Agents and the Agent are parties to that certain Receivables Loan Agreement dated as January 22, 2002 (as amended or otherwise modified prior to the date hereof, the “Receivables Loan Agreement”). Capitalized terms used and not otherwise defined
