Schedule 13D Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMP+V/jp8TDiNKOWehbKWG4dueITyDnA2fDdC/frWTzeSG9x6CQc2VHEdKHf6a6z xUtwOzHdmRwvVEozqZTVmg== 0001193125-07-231164.txt : 20071031 0001193125-07-231164.hdr.sgml : 20071030 20071031163633 ACCESSION NUMBER: 0001193125-07-231164 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVANEX CORP CENTRAL INDEX KEY: 0001056794 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943285348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60829 FILM NUMBER: 071203298 BUSINESS ADDRESS: STREET 1: 40919 ENCYCLOPEDIA CIRCLE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5108974172 MAIL ADDRESS: STREET 1: 40919 ENCYCLOPEDIA CIRCLE CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALCATEL LUCENT CENTRAL INDEX KEY: 0000886125 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 54, RUE LA BOETIE CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 33140761010 MAIL ADDRESS: STREET 1: 54, RUE LA BOETIE CITY: PARIS STATE: I0 ZIP: 75008 FORMER COMPANY: FORMER CONFORMED NAME: ALCATEL DATE OF NAME CHANGE: 19990208 FORMER COMPANY: FORMER CONFORMED NAME: ALCATEL ALSTHOM DATE OF NAME CHANGE: 19960619 FORMER COMPANY: FORMER CONFORMED NAME: ALCATEL ALSTHOM COMPAGNIE GENERALE DELECTRICITE DATE OF NAME CHANGE: 19960619 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Avanex Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

05348W109 (Common Stock)

(CUSIP Number)

Jean-Pascal Beaufret

54, rue la Boétie

75008 Paris, France

33-1-40-76-14-05

with a copy to:

Ronald R. Papa

Proskauer Rose LLP

1585 Broadway

New York, New York 10036

212-969-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13(d)-1(f) or §249.13(d)-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 05348W109


1	NAME OF REPORTING PERSONS: Alcatel-Lucent I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: [Intentionally Omitted]
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: France


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER: 0
		8 SHARED VOTING POWER: 0
		9 SOLE DISPOSITIVE POWER: 0
		10 SHARED DISPOSITIVE POWER: 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

Statement on Schedule 13D

Pursuant to Rule 13d-1

under the

Securities Exchange Act of 1934, as amended

This Amendment No. 2 (this “Amendment No. 2”) relates to the Statement on Schedule 13D (the “Schedule 13D”), filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2003, as amended by Amendment No. 1, filed with the SEC on August 4, 2003, by Alcatel-Lucent, a société anonyme organized under the laws of the Republic of France (“Alcatel-Lucent”) and formerly known as Alcatel (“Alcatel”), with respect to the securities covered hereby. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 2 relates to the common stock, par value $.001 per share (the “Common Stock”), of Avanex Corporation, a Delaware corporation (“Avanex”). The principal executive offices of Avanex are located at 40919 Encyclopedia Circle, Fremont, California 94538.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a)-(c) and (f) Alcatel changed its name to Alcatel-Lucent on December 1, 2006 upon the consummation of its merger with Lucent Technologies Inc. The principal business of Alcatel-Lucent is providing equipment and systems for the telecommunications sector. The principal business address and principal office address of Alcatel-Lucent is 54, rue La Boétie, 75008 Paris, France.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) and (b) On December 14, 2004, Alcatel sold 7,073,966 shares of Common Stock in a block trade on The Nasdaq Stock Market at a price per share of $3.30, and subsequent to such sale, had the shared power to vote, or to direct the vote of, and the sole power to dispose of, or to direct the disposition of, an aggregate of 28,295,868 shares of Common Stock, representing approximately 19.65% of the outstanding shares of Common Stock (based on 144,001,957 shares of Common Stock represented by Avanex as being outstanding as of November 1, 2004).

On October 29, 2007, Alcatel-Lucent Participations, a société anonyme organized under the laws of the Republic of France and a subsidiary of Alcatel-Lucent (“Alcatel-Lucent Participations”), sold 28,295,868 shares of Common Stock to Pirelli Finance (Luxembourg) SA, a société anonyme organized under the laws of Luxembourg (“Pirelli”), at a price per share of $1.6993 (based on a transaction price of €33,427,397 at the October 26, 2007 exchange rate of €1 = $1.4384), in accordance with the terms of a Securities Purchase Agreement, dated as of October 29, 2007 (the “Securities Purchase Agreement”). See Item 6 below. As of October 29, 2007, Alcatel-Lucent is the beneficial owner of no shares of Common Stock.

(e) Alcatel-Lucent ceased to be the beneficial owner of more than five percent of the Common Stock on October 29, 2007.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

On October 29, 2007, Alcatel-Lucent Participations and Pirelli entered into the Securities Purchase Agreement, pursuant to which Alcatel-Lucent Participations agreed to sell and deliver to Pirelli, and Pirelli agreed to purchase and acquire from Alcatel-Lucent Participations, an aggregate of 28,295,868 shares of Common Stock in consideration of €33,427,397.

The description contained in this Item 6 of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:


Exhibit No.		Description
99.4		Securities Purchase Agreement, dated as of October 29, 2007, between Alcatel Lucent Participations and Pirelli.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 31, 2007


ALCATEL-LUCENT

By:		/s/ Pierre Solal
Name:		Pierre Solal
Title:		Vice President, Tax

EX-99.4 2 dex994.htm SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement

Exhibit 99.4

SECURITIES PURCHASE AGREEMENT

AMONG

ALCATEL-LUCENT PARTICIPATIONS,

AND

PIRELLI FINANCE (LUXEMBOURG) SA

Dated as of October 29, 2007

TABLE OF CONTENTS


		Page
Article I	Definitions	1

1.1	Certain Definitions	1

1.2	Terms Defined Elsewhere in the Agreement	3

1.3	Other Definitional Provisions	3

Article II	Purchase and Sale of the Shares	4

2.1	Purchase and Sale of the Shares	4

2.2	Purchase Price	4

2.3	Closing	4

Article III	Representations and Warranties of Seller	4

3.1	Existence and Power	4

3.2	Authorization	4

3.3	Compliance	5

3.4	Non-contravention	5

3.5	Ownership of the Shares	5

3.6	U.S. Federal Securities Law Matters	5

3.7	Non-Public Information	5

3.8	No Other Representations or Warranties	5

Article IV	Representations and Warranties of Purchaser	6

4.1	Existence and Power	6

4.2	Authorization	6

4.3	Compliance	6

4.4	Non-contravention	6

4.5	No Other Representations or Warranties	6

Article V	Conditions	6

5.1	Conditions to the Obligations of Seller	6

5.2	Conditions to the Obligations of Purchaser	7

Article VI	General Provisions	7

6.1	Notices	7

6.2	Counterparts	8

TABLE OF CONTENTS

(continued)


		Page
6.3	Entire Agreement	8

6.4	Assignment; Third-Party Beneficiaries	8

6.5	Arbitration	8

6.6	Public Announcement	9

6.7	Governing Law	9

6.8	Fees and Expenses	9

6.9	No Joint Venture	9

6.10	Further Assurances	10

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2007, is entered into by and between Alcatel-Lucent Participations (f/k/a Alcatel Participations), a société anonyme, with a capital of 11,835,017,940 euros, having its registered office at 54, rue la Boétie, 75008 Paris, France and registered in the Registry of Commerce and Companies of Paris under number 333 150 043 (“Seller”), and Pirelli Finance (Luxembourg) SA, a société anonyme, having its registered office at 35 boulevard du Prince, L-1724 Luxembourg (“Purchaser”).

WITNESSETH:

WHEREAS, prior to the execution of this Agreement, Alcatel Lucent and Avanex Corporation (the “Company”) have entered into a new Supply Agreement.

WHEREAS, prior to the execution of this Agreement, Compagnie Financière Alcatel-Lucent and Pirelli Broadband Solutions SpA have entered into a Supply Agreement.

WHEREAS, as of the date hereof, Seller owns of record 28,295,868 shares of common stock, par value $.001 per share, of the Company (the “Shares”).

WHEREAS, in connection with the agreements referred to in the first two recitals above, and upon the terms and subject to the conditions set forth in this Agreement, Seller wishes to sell the Shares to Purchaser and Purchaser wishes to purchase the Shares from Seller.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

Definitions

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Alcatel Lucent” mean, Alcatel Lucent, a société anonyme, with a capital of 4,619,358,282 euros, having its registered office at 54, rue la Boétie 75008, Paris, France.

“Alcatel Lucent Group” means Alcatel Lucent and all Affiliates thereof.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks located in New York, New York, Milan, Italy or Paris, France are authorized or required by Law to close.

“Contract” means any oral or written contract, agreement, covenant, commitment, arrangement, understanding, settlement, indenture, note, bond, loan, instrument, lease, guarantee, conditional sales contract, mortgage, deed of trust, security agreement, royalty, license, franchise or insurance policy.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Law” means any U.S., French, Italian or other foreign, federal, state, provincial, local, municipal or other law (including common law), constitution, statute, code, ordinance, rule, bylaw, regulation, or other similar mandate or requirement.

“Lien” means any lien, security interest, mortgage, pledge, charge, restriction on transfer (whether under the Securities Act, the Exchange Act, the Stockholders’ Agreement or otherwise), or other encumbrance.

“Intellectual Property” means all intellectual property rights of any nature under the Law of the U.S. or any other country, including all trademarks, service marks, trade names, trade dress, domain names, copyrights, letters patent, mask works and other semiconductor chip rights, trade secrets and any other intellectual property rights, and any applications, registrations and renewals thereof.

“Order” means any order, judgment, determination, decision, consent or other decree, injunction, ruling, or stipulation by or with any governmental agency, court authority, or other body (whether U.S. or non-U.S., extranational, federal, state, local or otherwise).

“Person” means any Person, individual, corporation, partnership, trust, limited liability company or other non-governmental entity or any governmental agency, court, authority or other body (whether U.S., or non-U.S., extranational, federal, state, local or otherwise).

“Pirelli” means Pirelli & C. SpA, a company organized under the laws of Italy, having its registered office in Milan, Via Gaetano Negri, 10, registered in the Register of Enterprises of Milan under number 00860340157.

“Securities Act” means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“Stockholders’ Agreement” means the Stockholders’ Agreement made and entered into as of July 31, 2003, among the Company, Alcatel Lucent and Corning Incorporated.

1.2 Terms Defined Elsewhere in the Agreement. As used in this Agreement, the following terms have the meanings set forth in the Sections indicated:


Term		Section
Affiliate		Section 3.6

Agreement		Preamble

Closing		Section 2.3

Company		Recitals

ICC		Section 6.5

Purchase Price		Section 2.2

Purchaser		Preamble

Seller		Preamble

Shares		Recitals

1.3 Other Definitional Provisions.

(a) 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.

(b) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(d) The term “€” means Euro.

(e) The term “including” shall be deemed to be immediately followed by the term “but not limited to”.

ARTICLE II

Purchase and Sale of the Shares

2.1 Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, the Shares, free and clear of all Liens.

2.2 Purchase Price. The aggregate purchase price to be paid by Purchaser to Seller in consideration for the sale and delivery of the Shares is €33,427,397 (the “Purchase Price”).

2.3 Closing. The closing of the purchase and sale of the Shares (the “Closing”) shall take place on or before November 5, 2007, or at such other date as Seller and Purchaser may agree in writing. At the Closing, the following transactions will take place:

(a) Purchaser will pay the Purchase Price by wire transfer of immediately available funds to the following account of Seller:

ALUP bank details for a payment to be received in EUR : FR76 30003 03620 00020058317 35.

(b) Seller will deliver to Purchaser a stock certificate evidencing the Shares, bearing no restrictive legends and registered in the name of Seller accompanied by a duly executed stock transfer power endorsed to Purchaser with such other documents as may be necessary for the issuance of a stock certificate evidencing the Shares, bearing no restrictive legends, registered in the name of Purchaser. Delivery will be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153.

ARTICLE III

Representations and Warranties of Seller

Seller represents and warrants to Purchaser as follows (which representations and warranties shall survive the Closing):

3.1 Existence and Power. Seller is a société anonyme duly organized, validly existing and in good standing under the laws of the Republic of France.

3.2 Authorization. The execution, delivery and performance of this Agreement by Seller are within Seller's powers and have been duly authorized by all necessary action on the part of Seller. This Agreement constitutes a legal, valid and binding agreement of Seller, enforceable against it, except (i) as such enforcement is limited by bankruptcy, insolvency and other similar laws effecting the enforcement of creditors' rights generally and (ii) for limitations imposed by general principles of equity.

3.3 Compliance. The execution, delivery and performance of this Agreement by Seller do not require on its part any consent, approval, authorization or permit of, or filing with or notification to, any governmental or non-governmental body, agency or official or any other Person other than under the Stockholders Agreement (which has been given) or as required by Sections 13(d) and 16 of the Exchange Act and other filings or notifications that are immaterial to the consummation of the transactions contemplated hereby.

3.4 Non-contravention. The execution, delivery and performance of this Agreement by Seller do not and will not violate (a) the internal governance documents of Seller, (b) any applicable Law or Order binding upon Seller, or (c) the Stockholders’ Agreement or any other agreement or other instrument binding upon Seller that would affect Seller’s ability to consummate the transactions contemplated hereby.

3.5 Ownership of the Shares. Seller owns, of record and beneficially, the Shares, free and clear of any Liens. Other than the Shares, neither Seller nor any other member of the Alcatel Lucent Group owns, of record or beneficially, directly or indirectly, shares of, or any subscription, warrant, option or other rights (such as preemptive rights or rights of first refusal) to purchase or acquire shares of, any class of capital stock of the Company or securities convertible into or exchangeable for such capital stock and has any intent to acquire any such shares or any such rights.

3.6 U.S. Federal Securities Law Matters. Seller is not, and is not deemed to be, an “affiliate” of the Company as defined in Rule 144(a) of the Securities Act or Rule 405 of the Securities Act (an “Affiliate”), Seller has not been an Affiliate of the Company during the preceding three months and the two-year period described in Rule 144(k) of the Securities Act has elapsed. The sale of the Shares to Purchaser will comply with all requirements of Rule 144(k) of the Securities Act. Attached hereto as Exhibit A is a true and correct copy of an opinion of the Company’s counsel with respect to the removal of all legends on the certificates evidencing the Shares.

3.7 Non-Public Information. Seller does not possess any material non-public information concerning the Company (including any affiliates thereof) or its securities. No member of the Alcatel Lucent Group is a party to any Contract with the Company relating to Intellectual Property Rights other than (i) the Intellectual Property License Agreement, dated as of July 31, 2003, entered into by and between Alcatel Lucent and the Company, listed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and (ii) the agreement, dated as of November 10, 2005, entered into by and between Alcatel Lucent and the Company, which, with the consent of the Company, Seller furnished in redacted form to Purchaser.

3.8 No Other Representations or Warranties. Except for the representations and warranties contained in this Agreement, Seller does not make any representation or warranty herein, express or implied, Seller disclaims all such other representations or warranties and Seller has not relied on any representations or warranties of Purchaser except those expressly set forth in Article IV.

ARTICLE IV

Representations and Warranties of Purchaser

Purchaser represents and warrants to Seller as follows (which representations and warranties shall survive the Closing):

4.1 Existence and Power. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Luxembourg.

4.2 Authorization. The execution, delivery and performance of this Agreement by Purchaser are within Purchaser's powers and have been duly authorized by all necessary action on the part of Purchaser. This Agreement constitutes a legal, valid and binding agreement of Purchaser, enforceable against it, except (i) as such enforcement is limited by bankruptcy, insolvency and other similar laws effecting the enforcement of creditors' rights generally and (ii) for limitations imposed by general principles of equity.

4.3 Compliance. The execution, delivery and performance of this Agreement by Purchaser do not require on its part any consent, approval, authorization or permit of, or filing with or notification to, any governmental or non-governmental body, agency or official or any other Person other than as required by Sections 13(d) and 16 of the Exchange Act and other filings or notifications that are immaterial to the consummation of the transactions contemplated hereby.

4.4 Non-contravention. The execution, delivery and performance of this Agreement by Purchaser do not and will not violate (a) the internal governance documents of Purchaser, (b) any applicable Law or Order binding upon Purchaser, or (c) any agreement or other instrument binding upon Purchaser that would affect Purchaser’s ability to consummate the transactions contemplated hereby.

4.5 No Other Representations or Warranties. Except for the representations and warranties contained in this Agreement, Purchaser does not make any representation or warranty herein, express or implied, Purchaser disclaims all such other representations or warranties and Purchaser has not relied on any representations or warranties of Seller except those expressly set forth in Article III.

ARTICLE V

Conditions

5.1 Conditions to the Obligations of Seller. The obligation of Seller to sell the Shares is subject to the condition precedent that the representations and warranties of Purchaser contained in Article IV of this Agreement are true and correct on and as of the Closing in all respects with the same effect as though the representations and warranties had been made on and as of the Closing.

5.2 Conditions to the Obligations of Purchaser. The obligation of Purchaser to purchase the Shares is subject to the condition precedent that the representations and warranties of Seller contained in Article III of this Agreement are true and correct on and as of the Closing in all respects with the same effect as though the representations and warranties had been made on and as of the Closing.

ARTICLE VI

General Provisions

6.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation or receipt (or, the first Business Day following such receipt if the date is not a Business Day) of transmission by telecopy or telefacsimile or (iii) on the date of confirmation or receipt (or, the first Business Day following such receipt if the date is not a Business Day) if delivered by an internationally recognized courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:


(a) If to Seller, to:

Alcatel Lucent
54, rue la Boetie
75008 Paris, France
Attention:		Direction Juridique
Fax: +331 40 76 15 34

with a copy to (which shall not constitute notice):

Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention:		Ronald R. Papa, Esq.
		Lauren K. Boglivi, Esq.
Fax: 212.969.2900

(b) If to Purchaser, to:

Pirelli Finance (Luxembourg) SA
35 Boulevard du Prince
L-1724 Luxembourg
Attention:		Bernard Huppert
Fax: +41 61 316 43 75
+352 22 99 28 822

in each case with a copy to (which shall not constitute notice):

Pirelli & C. SpA
Viale Sarca, 222.
20126 Milan, Italy
Attention:		Luciano Gobbi
Fax: +39 02 6442 3480

- and -

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention:		Ellen J. Odoner, Esq.
Fax: (212) 310-8007

6.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

6.3 Entire Agreement. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

6.4 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This Agreement shall be for the sole benefit of the parties hereto, and their respective successors and permitted assigns and is not intended, nor shall it be construed, to give any Person, other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit, remedy or claim hereunder.

6.5 Arbitration. All disputes under this Agreement shall be settled by arbitration as follows:

(a) The matter in dispute to be settled by arbitration shall be submitted to a panel of three (3) arbitrators who shall each be nominated, appointed and confirmed by the International Court of Arbitration of the International Chamber of Commerce in Paris, France (the “ICC”) in accordance with the Rules of Arbitration of the ICC.

(b) Each party shall appoint one arbitrator within fifteen (15) days after giving or receiving the demand for arbitration. The two arbitrators thus appointed shall, within fifteen (15) days after both have been appointed, appoint the third arbitrator.

(d) The proceedings shall be conducted in English and all arbitrators shall be fluent in English.

(e) The arbitration shall take place in New York, New York, United States of America.

(f) The determination of the arbitrators shall be conclusive and binding upon the parties and judgment may be entered thereon and enforced by any court of competent jurisdiction and each party hereby irrevocably consents to the jurisdiction of such courts for such purpose.

(g) The cost of any arbitration proceeding will be assessed against the unsuccessful party and the arbitrators will be required to make such cost part of any ruling issued by them.

6.6 Public Announcement. None of the parties shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed), unless in the reasonable judgment of such party, disclosure is otherwise required by Law, in which case the party intending to make such release shall use its commercially reasonable efforts, consistent with Law, to consult with the other parties with respect to the timing and content thereof. Alcatel Lucent and Pirelli will issue the press releases attached as Exhibits B-1 and B-2, respectively, on the date hereof.

6.7 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to agreements to be performed entirely within such state, including all matters of construction, validity and performance, without regard to principles of conflicts of law thereof.

6.8 Fees and Expenses. Each of the party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Any sales, transfer, recordation, documentary stamp or similar taxes or charges applicable to, or resulting from, the sale and transfer by Seller of the Shares as contemplated by this Agreement shall be borne by Seller.

6.9 No Joint Venture. Nothing contained herein and no action taken by Seller, on the one hand, and Purchaser, on the other hand, pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.

6.10 Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.


ALCATEL-LUCENT PARTICIPATIONS

By:		/s/ Pierre Solal
Name:		Pierre Solal
Title:		President

PIRELLI FINANCE (LUXEMBOURG) SA

By:		/s/ Bernard Huppert
Name:		Bernard Huppert
Title:		Board Member

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