AMENDMENT NO. 1
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
THIS AMENDMENT NO.1 TO AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (this
"AMENDMENT") is made as of December 29, 2000 by and between LUCENT TECHNOLOGIES INC., a
Delaware corporation ("SELLER" or "LUCENT"), and TYCO GROUP S.A.R.L., a company organized under
the laws of Luxembourg ("BUYER").
R E C I T A L S
A. WHEREAS, Seller and Buyer have entered into that certain Agreement for the Purchase and Sale of Assets
dated as of November 13, 2000 (the
B. WHEREAS, Seller and Buyer desire to enter into this Amendment to amend the Agreement; and
C. WHEREAS, capitalized terms used in this Amendment but not defined have the meanings ascribed to them in
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending
to be legally bound hereby, the parties hereto hereby agree as follows:
1. AMENDMENTS TO THE AGREEMENT
a. Section 1.1 of the Agreement shall be amended to add the following definitions:
"SECONDED EMPLOYEES" has the meaning assigned in Section 5.4(c).
"EMPLOYEE TRANSITION PERIOD" has the meaning assigned in Section 5.4(c).
"LUCENT MEXICAN COMPANY" has the meaning assigned in Section 2.1(k).
"PAST SERVICE TRANSITION BENEFIT FORMULA" is 2000 W2 compensation (but not any
compensation attributable to the exercise of stock options or in excess of Section 401(a)(17) of the Code) times
a factor equal to 3%
+ 0.3% *(age-40,
not less than zero) + 0.3%*(age-45, not less than zero) + 0.3%*(age-50, not less than zero).
"PRIMARY CLOSING" has the meaning assigned in Section 8.4.
"SUBSEQUENT CLOSING" has the meaning assigned in Section 8.4.
"TRANSFERRED RETIREE NONREPRESENTED EMPLOYEES" shall have the meaning assigned in Section
b. Section 2.1(k) of the Agreement shall be deleted in its entirety and replaced with the following:
"(k) the quotas of Lucent Inepar Sistemas de Energia Ltda. (the "BRAZILIAN JV COMPANY"), the shar