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Exhibit 10(c), Form 10-Q
For The Quarter Ended
March 31, 1996
Fiscal Year Ending
December 31, 1996
File No. 1-11237
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
April 2, 1996
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07960
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
RE: Applicability of Intercompany Agreement
to Lucent Technologies Inc.
Ladies and Gentlemen:
This letter is written in response to the request of AT&T Capital
Corporation ("Capital) to Lucent Technologies Inc. ("Lucent") that Lucent
confirm that it agrees to be a party to the applicable terms of the Intercompany
Agreement (the "Intercompany Agreement") dated as of June 25, 1993 between AT&T
Corp. (formerly named American Telephone and Telegraph Company) ("AT&T") and
Capital, following the proposed initial public offering of common stock of
Lucent (the "IPO") and the proposed spin-off thereafter of AT&T's interest in
Lucent to its stockholders (the "Distribution").
Lucent agrees that, following the IPO and the Distribution, it will be
a party to, and will be bound by and have the benefits of, the following
provisions of the Intercompany Agreement as and to the extent it is currently
bound thereunder as an AT&T Entity: Articles I, III, V (to the extent, with
respect to Articles III and V, that any portion of the Lease Finance Portfolio
and the SLG Portfolio (as such terms are defined in the Intercompany Agreement)
administered by Capital under the Intercompany Agreement are transferred to
Lucent or any of its Subsidiaries), VII, XI, XII, XIII, XIV and XV (pursuant to
which Lucent will guarantee the obligations of its Subsidiaries) and Sections
6.2 (only until the Distribution, in the case of such Section 6.2), 6.3 and 9.2.
It is understood that the provisions of Articles II, IV, VIII and X and Section
6.1 of the Intercompany Agreement do not apply to Lucent and will not be binding
on Lucent following the IPO. In addition, Capital agrees (for the benefit of
AT&T as well as Lucent) that, although Section 15.1 shall survive the
Distribution (including with respect to Lucent and its Subsidiaries prior to the
Distribution), following the Distribution Lucent will no longer be deemed to be
an AT&T Entity within the meaning of the Intercompany Agreement, and AT&T will
have no liability to Capital for obligations of Lucent and its Subsidiaries
arising after the Distribution.
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Except as set forth herein, this letter shall not augment, limit or
otherwise affect the rights or obligations (including without limitation
termination rights) of the parties under the Intercompany Agreement.
If you are in agreement with the foregoing, please sign in the space
provided below, whereupon this letter will constitute a binding agreement
between Lucent and Capital.
Yours sincerely,
Lucent Technologies Inc.
By:Richard J. Rawson
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Richard J. Rawson
Senior Vice President
and General Counsel
Agreed and accepted:
AT&T Corp.
By:Marilyn J. Wasser
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Marilyn J. Wasser
Vice President-Law
and Secretary
AT&T Capital Corporation
By: Thomas C. Wajnert
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Thomas C. Wajnert
Chairman of the Board & CEO