To: dave luken who wrote (17358 ) 1/29/2001 2:14:15 AM From: pat mudge Respond to of 24042 Dave -- I started reading Agere's S-1 and find it quite interesting. Look at the details of their agreement with Lucent:Lucent is our largest customer with purchases in fiscal 1998, 1999 and 2000, representing 22.3%, 25.7% and 21.3%, respectively, of our revenue. We expect that our revenue from sales to Lucent will decrease as a percentage of our total revenue. We will enter into a three year product purchase agreement with Lucent that will begin on February 1, 2001 to supply Lucent with optoelectronic components and integrated circuits. Under this agreement, Lucent has committed that payments made to us for purchases of our products will total at least $1 billion annually during each one year period ending January 31, 2002, January 31, 2003 and January 31, 2004, subject to customary terms and conditions with respect to availability and acceptability of our products. Any purchases by Lucent in excess of $1 billion during the first or second year of the agreement will result in a reduction of the purchase commitment by Lucent during the third year of the agreement by the amount of any such excess. In limited instances, Lucent's purchase commitment for each year may be reduced in the event we fail to, or choose not to, fulfill some orders. In addition, to the extent Lucent does not meet its minimum yearly purchase commitments for either of the first two years of this agreement, Lucent may carry over a portion of the yearly purchase commitments to the following year of the agreement. Lucent will also enter into a three year supply agreement with us that will begin on February 1, 2001. Under that supply agreement, we will have an obligation to purchase all of our requirements of specified specialty fiber, fiber apparatus and premises cable products from Lucent. Please see "Arrangements Between Lucent and Our Company" for a more detailed discussion of this agreement and the other agreements to be entered into with Lucent prior to this offering. In that other companies have superior fiber, could this be a handicap? Pat