EX-10
from 10-K
~10
pages
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 Herein Shall Have the Meanings Ascribed to Them in the Receivables Loan Agreement. B. the Parties Hereto Have Agreed to Amend the Receivables Loan Agreement and the Fee Letter on the Terms and Conditions Hereinafter Set Forth. Now, Therefore, in Consideration of the Premises Set Forth Above, and Other Good and Valuable Consideration the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Amendments to Receivables Loan Agreement. the Receivables Loan Agreement Is Hereby Amended as Follows: 1.1 the Last Sentence of Section 1.7 Is Amended in Its Entirety to Read as Follows
12/34/56
