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Exhibit 10(d), Form 10-Q
For The Quarter Ended
March 31, 1996
Fiscal Year Ending
December 31, 1996
File No. 1-11237
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
April 2, 1996
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07960
RE: License to Use Lucent Name and Mark
Ladies and Gentlemen:
This letter is written in response to the request of AT&T Capital
Corporation ("Capital") to AT&T Corp. ("AT&T"), pursuant to Section 2.6(a) of
the License Agreement dated as of June 25, 1993 between AT&T and Capital as
heretofore amended and supplemented (the "License Agreement"), that Capital and
its Subsidiaries be granted a license to use the name "Lucent Technologies", and
associated service marks, in connection with the provision of Financing Services
and Other Permitted Services pursuant to the Operating Agreement between Lucent
Technologies Inc. ("Lucent") and Capital (the "Operating Agreement"). All
capitalized terms used herein without definition have the meanings ascribed to
such terms in the License Agreement.
AT&T and Lucent are willing to grant an appropriate license to Capital
and to Capital's Subsidiaries (as defined in the License Agreement) engaged in
providing Financing Services and Other Permitted Services pursuant to the
Operating Agreement, by supplementing Schedule A to the License Agreement in the
form attached hereto (the "Supplement"), entitling Capital and such Subsidiaries
to use the Additional Applicable Marks (as defined in the Supplement) in
connection therewith. Such license is hereby granted on the terms set forth in
the License Agreement as modified hereby and by the Supplement, and Lucent
agrees to be entitled to the benefits of and to be bound by the License
Agreement as so modified.
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If you are in agreement with the foregoing and the Supplement, and
agree that AT&T is hereby complying in full with its obligations under Section
2.6 of the License Agreement with respect to the current trade names and service
marks of Lucent, please sign in the spaces provided below and on the Supplement.
Upon execution by Capital and Lucent of a counterpart hereof and of the
Supplement, this letter and the Supplement will constitute a binding agreement
among AT&T, Lucent and Capital (and Capital's Subsidiaries signatory to the
License Agreement, which Capital represents that it has authority to bind),
supplementing and amending the License Agreement to the extent set forth herein
and in the Supplement. Except as set forth herein and in the Supplement, this
letter and the Supplement shall not augment, limit or otherwise affect the
rights or obligations (including without limitation termination rights) of the
parties under the License Agreement.
Yours sincerely,
AT&T Corp.
By:Marilyn J. Wasser
-----------------
Marilyn J. Wasser
Vice President-Law
and Secretary
Agreed and accepted:
Lucent Technologies Inc.
By: Richard J. Rawson
-----------------
Richard J. Rawson
Senior Vice President
and General Counsel
Agreed and accepted:
AT&T Capital Corporation
By: Thomas C. Wajnert
-----------------
Thomas C. Wajnert
Chairman of the Board & CEO
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Supplement to Schedule A to License Agreement
In contemplation of the initial public offering (the "IPO") of shares of
Lucent Technologies Inc. ("Lucent"), Schedule A to the License Agreement dated
as of June 25, 1993 between AT&T Corp. ("AT&T") (formerly named American
Telephone and Telegraph Company) and AT&T Capital Corporation as heretofore
supplemented and amended (the "License Agreement") is hereby further amended and
supplemented by adding the trade names set forth under "Other Group Members"
below (the "Additional Applicable Trade Names") and the related corporate
signatures and service marks shown below (the "Additional Applicable Service
Marks" and, together with the Additional Applicable Trade Names, the "Additional
Applicable Marks"), subject to the provisions set forth below. All capitalized
terms used herein without definition have the meanings ascribed to such terms in
the License Agreement. As used in this Supplement, the term "Group Members"
shall mean all Subsidiaries of the Licensee entitled to use the Additional
Applicable Marks hereunder.
MARKS, APPLICABLE TRADE NAMES AND
---------------------------------
APPLICABLE SERVICE MARKS
------------------------
Corporate Names and Other Marks
Licensee:
The Additional Applicable Marks shall be licensed to the Licensee;
provided that the Licensee shall not use such Additional Applicable
Marks in its corporate name or as part of an assumed, fictitious or
"doing business" name. In Section 2.1 of the License Agreement (as
amended by the letter agreement dated May 30, 1995 between AT&T and
AT&T Capital Corporation), only clause (ii) of the first sentence and
only clause (z) of the second sentence shall be applicable to Lucent.
Other Group Members:
The Additional Applicable Trade Names set forth below shall be
licensed to any Subsidiary of the Licensee that does not have a corporate
name in which the name "AT&T" or "NCR" (or the name of a Lucent competitor)
appears, including, without limitation, any of the following (which may
include corporate or other legal entity identifiers, such as "Corp.",
"Company" or "LLC"):
Lucent Technologies Capital
Lucent Technologies Credit
Lucent Technologies Leasing
Lucent Technologies Finance
and other comparable names, that use "Lucent Technologies" in conjunction
with "Capital", "Finance", "Leasing" or "Credit").
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Notwithstanding the foregoing, prior to the earlier of (i) six months after
the closing of the IPO and (ii) the distribution by AT&T of its interest in
Lucent, any Subsidiary of the Licensee may use the Additional Applicable
Trade Names pursuant to the License Agreement, as modified hereby.
Additional Applicable Service Marks
[innovation ring logos]
The above corporate logos and signatures may be used by the Licensee and the
Group Members referred to above only in conjunction with the Additional
Applicable Trade Names described in this Supplement; provided such use (in terms
of size, color, prominence and other graphic matters) complies with the standard
guidelines to be provided to Capital by Lucent from time to time with respect to
such matters.
Notwithstanding anything to the contrary in the License Agreement, the
license granted to the Licensee and the Group Members specified above to use the
Additional Applicable Marks shall be limited as follows:
1. Without Lucent's prior written consent, neither the Licensee nor
any Group Member shall use any Additional Applicable Mark in connection with (A)
offering or issuing any Securities (except that the Licensee or any Group Member
may use such Additional Applicable Marks in connection with issuing any
Securities to the Licensee or its Affiliates or any other Person that is a
co-venturer of the Licensee or its Affiliates, provided that the Licensee
retains direct or indirect control over such Group Member), (B) entering into
any loan or credit agreement or interest rate or currency exchange or other
agreement with any financial institution (or institutions) or other Person (or
Persons) (other than the Licensee or its Affiliates or any other Person that is
a co-venturer of the Licensee or its Affiliates, provided that the Licensee
retains direct or indirect control over such Group Member) or (C) otherwise
incurring indebtedness for borrowed money or obtaining equity investments from
any Person (other than the Licensee or its Affiliates or any other Person that
is a co-venturer of the Licensee or its Affiliates, provided that the Licensee
retains direct or indirect control over such Group Member).
2. To the extent applicable to the Additional Applicable Marks (or
additional trade names or service marks licensed by Lucent or its Subsidiaries
pursuant to the License Agreement), all references to "AT&T", the "AT&T
Entities" or the "Licensor" contained in the License Agreement shall be deemed
to refer to Lucent (and its Subsidiaries, as applicable),
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and all references therein to the "parties" shall be deemed to include Lucent,
except where such an interpretation would be unreasonable; provided, however,
that Lucent makes no representation or warranty with respect to the ownership,
validity and non-infringing use of the Additional Applicable Marks, and,
accordingly, Sections 5.1(ii) and (iii) shall not apply to Lucent, except that
Lucent will indemnify and hold harmless Capital and its Subsidiaries against
third party claims against Lucent and Capital or any of its Subsidiaries for
money damages arising out of Capital's and its Subsidiaries' use of the
Additional Applicable Marks in accordance with the License Agreement as amended
hereby, other than claims arising solely out of Capital's and its Subsidiaries'
use of the Additional Applicable Marks.
3. No Additional Applicable Mark shall be used together with any other
Mark (including without limitation, in connection with Financing Services or
Other Permitted Services, the marks "AT&T" and "NCR" and affiliated corporate
signatures), except to the extent Lucent is entitled to so use such Additional
Applicable Mark in conjunction with other Marks pursuant to the Brand License
Agreement by and between Lucent and AT&T dated as of February 1, 1996.
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This Supplement to Schedule A to License Agreement is duly executed by
the undersigned as of this 2nd day of April, 1996.
AT&T Corp.
By: Marilyn J. Wasser
------------------
Marilyn J. Wasser
Vice President-Law
and Secretary
Lucent Technologies Inc.
By: Richard J. Rawson
-----------------
Richard J. Rawson
Senior Vice President
and General Counsel
AT&T Capital Corporation
By: Thomas C. Wajnert
-----------------
Thomas C. Wajnert
Chairman of the Board & CEO