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Lucent - Collateral Sharing Agreement
EXHIBIT 99.5
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COLLATERAL SHARING AGREEMENT
Dated as of February 22, 2001
among
LUCENT TECHNOLOGIES INC.,
THE GRANTORS REFERRED TO HEREIN
and
THE CHASE MANHATTAN BANK,
as Collateral Agent
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COLLATERAL SHARING AGREEMENT, dated as of February 22, 2001, among LUCENT TECHNOLOGIES INC., a Delaware corporation (the "Borrower"), the Grantors referred to in Section 6.11 hereof and THE CHASE MANHATTAN BANK, as collateral agent (in such capacity, the "Collateral Agent").
W I T N E S S E T H :
WHEREAS, in order to induce the Lenders parties thereto to enter into the Credit Agreements (such term and certain other capitalized terms used herein being defined in Section 1.1), the Borrower and certain of its Subsidiaries have entered into the Guarantee and Collateral Agreement;
WHEREAS, pursuant to the Guarantee and Collateral Agreement, the Borrower has guaranteed certain External Sharing Debt Obligations of its Subsidiaries, and certain Subsidiaries of the Borrower have guaranteed the Borrower Obligations and certain External Sharing Debt Obligations of the Borrower; and
WHEREAS, the Guaranteed Obligations are secured by Liens on the Collateral described in the Security Documents;
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and to induce the Administrative Agent and the Lenders to enter into the Credit Agreements, to induce the Lenders to make their respective extensions of credit to the Borrower thereunder and to induce the holders of External Sharing Debt to maintain such Indebtedness, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:
SECTION 1.
DEFINED TERMS
1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Guarantee and Collateral Agreement and used herein shall have the meanings given to them in the Guarantee and Collateral Agreement.
(b) The following terms shall have the respective meanings
set forth below:
"Agreement" shall mean this Collateral Sharing Agreement as the
same may from time to time be amended, supplemented or otherwise
modified.
"Collateral" shall mean all property of the Loan Parties, now
owned or hereafter acquired, upon which a Lien is purported to be
created by any Security Document.
"Collateral Account" shall have the meaning assigned in Section
3.1.
"Collateral Agent" shall mean The Chase Manhattan Bank, in its
capacity as collateral agent under the Security Documents and this
Agreement, and any successor collateral agent appointed hereunder.
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"Collateral Agent Fees" shall mean all fees, costs and expenses
of the Collateral Agent of the types described in Sections 4.3, 4.4, 4.5
and 4.6.
"Collateral Estate" shall have the meaning assigned in Section
2.1(c).
"Distribution Date" shall mean each date fixed by the Collateral
Agent in its sole discretion for a distribution to the Secured Parties
of funds held in the Collateral Account.
"Exchange Rate" shall mean, at any date of determination thereof
with respect to any currency, the spot rate of exchange for the
conversion of such currency into dollars determined by reference to such
rate publishing service as is customarily utilized by the Collateral
Agent for such purpose; provided that, to the extent that "Exchange
Rate" is used herein to refer to an actual exchange by the Collateral
Agent of one currency for another, "Exchange Rate" shall be deemed to
refer to the rate at which such exchange actually occurs so long as such
exchange is effected under customary market conditions. Any such
determination of the Exchange Rate shall be conclusive absent manifest
error.
"Mortgages" shall mean each of the mortgages and deeds of trust
made by any Loan Party in favor of, or for the benefit of, the
Collateral Agent for the benefit of the Secured Parties, substantially
in the form of Exhibit E to each of the Credit Agreements (with such
changes thereto as shall be advisable under the law of the jurisdiction
in which such mortgage or deed of trust is to be recorded).
"Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel satisfactory to the Collateral Agent, who may be counsel
regularly retained by the Collateral Agent.
"Permitted Investments" shall mean:
(i) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States
of America (or by any agency thereof to the extent such obligations are
backed by the full faith and credit of the United States of America), in
each case maturing within one year from the date of acquisition thereof;
(ii) investments in commercial paper maturing within 270 days
from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from S&P or from
Moody's;
(iii) investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money
market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of America
or any State thereof which has a combined capital and surplus and
undivided profits of not less than $500,000,000;
(iv) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (i) above and
entered into with a financial institution satisfying the criteria
described in clause (iii) above;
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(v) in the case of any Foreign Subsidiary, (A) marketable direct
obligations issued by, or unconditionally guaranteed by, the sovereign
nation in which such Foreign Subsidiary is organized and is conducting
business or issued by any agency of such sovereign nation and backed by
the full faith and credit of such sovereign nation, in each case
maturing within one year from the date of acquisition, so long as the
indebtedness of such sovereign nation is rated at least A by S&P or A2
by Moody's or carries an equivalent rating from a comparable foreign
rating agency or (B) investments of the type and maturity described in
clauses (ii) through (iv) above of foreign obligors, which investments
or obligors have ratings described in such clauses or equivalent ratings
from comparable foreign rating agencies; and
(vi) investments made in compliance with the "Lucent
Technologies Domestic Investment Guidelines", dated December 5, 1996,
and the supplement thereto with respect to investments outside of the
United States of America, substantially as in effect on the date hereof.
"Proceeds" shall mean all "proceeds" as such term is defined in
Section 9-306(1) of the Uniform Commercial Code in effect in the State
of New York on the date hereof.
"Restricted Collateral Obligations" shall mean, at any time, the
Restricted Secured Indebtedness at such time and the External Sharing
Debt that is not Borrowed Debt at such time.
"Security Documents" shall mean the collective reference to the
Guarantee and Collateral Agreement, the Mortgages and all other security
documents hereafter delivered to the Collateral Agent or the
Administrative Agent granting a Lien on any property of any Person to
secure the obligations and liabilities of any Loan Party pursuant to the
Credit Agreements, the External Sharing Debt or any Guarantee in respect
thereof. For the avoidance of doubt, the foregoing shall exclude any
security document entered into in connection with any External Sharing
Debt and that secures only the External Sharing Debt Obligations in
respect of such External Sharing Debt.
"Sharing Acknowledgement" shall have the meaning assigned in
Section 4.1.
"Unrestricted Collateral" shall mean all Collateral other than
the Restricted Collateral.
(c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.
SECTION 2.
AUTHORITY OF COLLATERAL AGENT
2.1 General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Collateral Agent's discretion to take any and all appropriate action and to execute any and all documents and instruments which may
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be necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents.
(b) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents.
(c) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "Collateral Estate") under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Obligations and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents, subject to the limits set forth in the Security Documents.
2.2 Right to Initiate Judicial Proceedings. The Collateral Agent, subject to the provisions of Section 5, (a) shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it by this Agreement and each Security Document and (b) may, either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral and to sell all or, from time to time, any of the Collateral under the judgment or decree of a court of competent jurisdiction.
2.3 Right to Appoint a Receiver. Upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Collateral Agent under this Agreement or any Security Document, the Collateral Agent shall, to the extent permitted by law, with notice to the Borrower but without notice to any party claiming through the Grantors, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Obligations, without regard to the then value of the Collateral Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the Collateral Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the Collateral Estate be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Secured Parties, and each Grantor irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the
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Collateral Agent shall be entitled to retain possession and control of all cash and Permitted Investments held by or deposited with it pursuant to this Agreement or any Security Document.
2.4 Exercise of Powers. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided.
2.5 Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Collateral Agent herein or in the Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Security Document or now or hereafter existing at law or in equity or by statute.
(b) No delay or omission by the Collateral Agent to exercise any right, remedy or power hereunder or under any Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Agreement or any Security Document to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Collateral Agent.
(c) If the Collateral Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then the Grantors, the Collateral Agent and the other Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Collateral Agent shall continue as though no such proceeding had been taken.
(d) All rights of action and of asserting claims upon or under this Agreement and the Security Documents may be enforced by the Collateral Agent without the possession of any instrument evidencing any Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Collateral Agent shall be, subject to Sections 5.4(c) and 5.9(b)(ii), brought in its name as Collateral Agent and any recovery of judgment shall be held as part of the Collateral Estate.
2.6 Waiver and Estoppel. (a) Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this Section 2.6(a) shall be construed as a waiver of any rights of the Grantors under any applicable federal bankruptcy law or state insolvency law.
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(b) Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including without limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.
(c) Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Collateral Agent with respect to the Collateral.
2.7 Limitation on Collateral Agent's Duty in Respect of Collateral. Beyond its duties as to the custody thereof expressly provided herein or in any Security Document and to account to the Secured Parties and the Grantors for moneys and other property received by it hereunder or under any Security Document, the Collateral Agent shall not have any duty to the Grantors or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.
2.8 Limitation by Law. All rights, remedies and powers provided in this Agreement or any Security Document may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions hereof are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered or filed under the provisions of any applicable law.
2.9 Rights of Secured Parties in Respect of Obligations. Notwithstanding any other provision of this Agreement or any Security Document, the right of each Secured Party to receive payment of the Obligations held by such Secured Party when due (whether at the stated maturity thereof, by acceleration or otherwise), as expressed in the instruments evidencing or agreements governing such Obligations or to institute suit for the enforcement of such payment on or after such due date, shall not be impaired or affected without the consent of such Secured Party given in the manner prescribed by the instruments evidencing or agreements governing such Obligations.
SECTION 3.
COLLATERAL ACCOUNT; DISTRIBUTIONS
3.1 The Collateral Account. At such time as the Collateral Agent deems appropriate, there shall be established and, at all times thereafter until this Agreement shall have terminated, there shall be maintained with the Collateral Agent an account which shall be entitled the "Lucent Collateral Account" (the "Collateral Account"). All moneys which are received by the Collateral Agent or any agent or nominee of the Collateral Agent in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Agreement or any Security Document, shall be deposited in the Collateral Account and held by the Collateral Agent as part of the Collateral Estate and applied in accordance with the terms of
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this Agreement. The Collateral Agent shall maintain such sub-accounts and records with respect to the Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 3.4. In the event that, on any day, an amount is received by the Collateral Agent or any agent or nominee of the Collateral Agent in respect of Collateral and such amount is denominated in any currency other than dollars, the Collateral Agent shall convert such amount into an amount of dollars based upon the relevant Exchange Rate in effect for such day.
3.2 Control of Collateral Account. All right, title and interest in and to the Collateral Account shall vest in the Collateral Agent, and funds on deposit in the Collateral Account shall constitute part of the Collateral Estate. The Collateral Account shall be subject to the exclusive dominion and control of the Collateral Agent.
3.3 Investment of Funds Deposited in Collateral Account. The Collateral Agent may, but is under no obligation to, invest and reinvest moneys on deposit in the Collateral Account at any time in Permitted Investments. All such investments and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in the Collateral Account as part of the Collateral Estate. The Collateral Agent shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity.
3.4 Application of Moneys. (a) The Collateral Agent shall have the right at any time to apply moneys held by it in the Collateral Account to the payment of due and unpaid Collateral Agent Fees.
(b) All remaining moneys held by the Collateral Agent in the Collateral Account received by the Collateral Agent with respect to the Restricted Collateral (other than (i) the Capital Stock of Agere and (ii) in the event that Agere or any of its Subsidiaries is required to enter into the Guarantee and Collateral Agreement pursuant to Section 5.11 of any of the Credit Agreements, any Restricted Collateral of Agere and its Subsidiaries) shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.4), be distributed (subject to the provisions of Section 3.5) by the Collateral Agent on each Distribution Date in the following order of priority (with such distributions being made by the Collateral Agent as provided in Section 3.4(g), and the applicable Administrative Agent shall be responsible for insuring that amounts distributed to it are distributed to its Lenders in the order of priority set forth below):
First: to the Collateral Agent for any unpaid Collateral Agent
Fees and then to any Secured Party which has theretofore advanced or
paid any Collateral Agent Fees constituting administrative expenses
allowable under Section 503(b) of the Bankruptcy Code, an amount equal
to the amount thereof so advanced or paid by such Secured Party and for
which such Secured Party has not been reimbursed prior to such
Distribution Date, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one over any
other) to such Secured Parties in proportion to the amounts of such
Collateral Agent Fees advanced by the respective Secured Parties and
remaining unpaid on such Distribution Date;
Second: to any Secured Party which has theretofore advanced or
paid any Collateral Agent Fees other than such administrative expenses,
an amount equal to the
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amount thereof so advanced or paid by such Secured Party and for which
such Secured Party has not been reimbursed prior to such Distribution
Date, and, if such moneys shall be insufficient to pay such amounts in
full, then ratably (without priority of any one over any other) to such
Secured Parties in proportion to the amounts of such Collateral Agent
Fees advanced by the respective Secured Parties and remaining unpaid on
such Distribution Date;
Third: to the Secured Parties holding Restricted Collateral
Obligations, amounts equal to all Restricted Collateral Obligations then
owing to them (other than amounts described in clause Fourth below),
whether or not then due and payable, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority
of any one over any other) to such Secured Parties in proportion to the
unpaid amounts thereof on such Distribution Date;
Fourth: to the Secured Parties holding Restricted Collateral
Obligations, amounts equal to all costs and expenses of such Secured
Parties and their representatives which constitute Restricted Collateral
Obligations and are due and payable under the relevant instruments
evidencing or agreements governing the Restricted Collateral Obligations
as of such Distribution Date, and, if such moneys shall be insufficient
to pay such amounts in full, then ratably to such Secured Parties in
proportion to the unpaid amounts thereof on such Distribution Date; and
Fifth: any surplus then remaining shall be paid to the Grantors
or their successors or assigns or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.
(c) All remaining moneys held by the Collateral Agent in the Collateral Account received by the Collateral Agent with respect to the Capital Stock of Agere (and, in the event that Agere or any of its Subsidiaries is required to enter into the Guarantee and Collateral Agreement pursuant to Section 5.11 of any of the Credit Agreements, all remaining moneys held by the Collateral Agent in the Collateral Account received by the Collateral Agent with respect to any Restricted Collateral of Agere and its Subsidiaries) shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.4), be distributed (subject to the provisions of Section 3.5) by the Collateral Agent on each Distribution Date in the following order of priority (with such distributions being made by the Collateral Agent as provided in Section 3.4(g), and the applicable Administrative Agent shall be responsible for insuring that amounts distributed to it are distributed to its Lenders in the order of priority set forth below):
First: to the Collateral Agent for any unpaid Collateral Agent
Fees and then to any Secured Party which has theretofore advanced or
paid any Collateral Agent Fees constituting administrative expenses
allowable under Section 503(b) of the Bankruptcy Code, an amount equal
to the amount thereof so advanced or paid by such Secured Party and for
which such Secured Party has not been reimbursed prior to such
Distribution Date, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one over any
other) to such Secured Parties in proportion to the amounts of such
Collateral Agent Fees advanced by the respective Secured Parties and
remaining unpaid on such Distribution Date;
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Second: to any Secured Party which has theretofore advanced or
paid any Collateral Agent Fees other than such administrative expenses,
an amount equal to the amount thereof so advanced or paid by such
Secured Party and for which such Secured Party has not been reimbursed
prior to such Distribution Date, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority
of any one over any other) to such Secured Parties in proportion to the
amounts of such Collateral Agent Fees advanced by the respective Secured
Parties and remaining unpaid on such Distribution Date;
Third: to the Administrative Agent and the Lenders under the
Lucent Assumable Credit Agreement, amounts equal to the unpaid
principal, interest, premium, fees and other charges in respect of the
Restricted Collateral Obligations under the Lucent Assumable Credit
Agreement then outstanding, whether or not then due and payable, and, if
such moneys shall be insufficient to pay such amounts in full, then
ratably (without priority of any one over any other) to the
Administrative Agent and such Lenders in proportion to the unpaid
amounts thereof on such Distribution Date;
Fourth: to the Secured Parties holding Restricted Collateral
Obligations under the 364-Day Lucent Credit Agreement, the Five-Year
Lucent Credit Agreement and the documents and instruments evidencing or
agreements governing External Sharing Debt, amounts equal to all
Restricted Collateral Obligations then owing to them (other than amounts
described in clause Fifth below), whether or not then due and payable,
and, if such moneys shall be insufficient to pay such amounts in full,
then ratably (without priority of any one over any other) to such
Secured Parties in proportion to the unpaid amounts thereof on such
Distribution Date;
Fifth: to the Secured Parties holding Restricted Collateral
Obligations, amounts equal to all costs and expenses of such Secured
Parties and their representatives which constitute Restricted Collateral
Obligations and are due and payable under the relevant instruments
evidencing or agreements governing such Obligations as of such
Distribution Date, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably to such Secured Parties in proportion to
the unpaid amounts thereof on such Distribution Date; and
Sixth: any surplus then remaining shall be paid to the Grantors
or their successors or assigns or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.
(d) In the event that Agere or any of its Subsidiaries is required to enter into the Guarantee and Collateral Agreement pursuant to Section 5.11 of any of the Credit Agreements, all remaining moneys held by the Collateral Agent in the Collateral Account received by the Collateral Agent with respect to any Unrestricted Collateral of Agere and its Subsidiaries shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.4), be distributed (subject to the provisions of Section 3.5) by the Collateral Agent on each Distribution Date in the following order of priority (with such distributions being made by the Collateral Agent as provided in Section 3.4(g), and the applicable Administrative Agent shall be responsible for insuring that amounts distributed to it are distributed to its Lenders in the order of priority set forth below):
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First: to the Collateral Agent for any unpaid Collateral Agent
Fees and then to any Secured Party which has theretofore advanced or
paid any Collateral Agent Fees constituting administrative expenses
allowable under Section 503(b) of the Bankruptcy Code, an amount equal
to the amount thereof so advanced or paid by such Secured Party and for
which such Secured Party has not been reimbursed prior to such
Distribution Date, and, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one over any
other) to such Secured Parties in proportion to the amounts of such
Collateral Agent Fees advanced by the respective Secured Parties and
remaining unpaid on such Distribution Date;
Second: to any Secured Party which has theretofore advanced or
paid any Collateral Agent Fees other than such administrative expenses,
an amount equal to the amount thereof so advanced or paid by such
Secured Party and for which such Secured Party has not been reimbursed
prior to such Distribution Date, and, if such moneys shall be
insufficient to pay such amounts in full, then ratably (without priority
of any one over any other) to such Secured Parties in proportion to the
amounts of such Collateral Agent Fees advanced by the respective Secured
Parties and remaining unpaid on such Distribution Date;
Third: to the Administrative Agent and the Lenders under the
Lucent Assumable Credit Agreement, amounts equal to the unpaid
principal, interest, premium, fees and other charges in respect of the
Obligations under the Lucent Assumable Credit Agreement then
outstanding, whether or not then due and payable, and, if such moneys
shall be insufficient to pay such amounts in full, then ratably (without
priority of any one over any other) to the Administrative Agent and such
Lenders in proportion to the unpaid amounts thereof on such Distribution
Date;
Fourth: to the Secured Parties holding Obligations under the
364-Day Lucent Credit Agreement, the Five-Year Lucent Credit Agreement
and the documents and instruments evidencing or agreements governing
External Sharing Debt, amounts equal to all Obligations then owing to
them (other than amounts described in clause Fifth below), whether or
not then due and payable, and, if such moneys shall be insufficient to
pay such amounts in full, then ratably (without priority of any one over
any other) to such Secured Parties in proportion to the unpaid amounts
thereof on such Distribution Date;
Fifth: to the Secured Parties, amounts equal to all costs and
expenses of such Secured Parties and their representatives which
constitute Obligations and are due and payable under the relevant
instruments evidencing or agreements governing such Obligations as of
such Distribution Date, and, if such moneys shall be insufficient to pay
such amounts in full, then ratably to the Secured Parties in proportion
to the unpaid amounts thereof on such Distribution Date; and
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