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                                                                    EXHIBIT 10.2

                             AMENDMENT NO. 2 TO THE
                                CREDIT AGREEMENT

                                                    Dated as of February 8, 2002

       AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Avaya Inc., a Delaware
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders parties to the Credit Agreement referred to below
(collectively, the "LENDERS") and Citibank, N.A., as agent (the "AGENT") for the
Lenders.

       PRELIMINARY STATEMENTS:

       (1) The Borrower, the Lenders and the Agent have entered into a Five Year
Competitive Advance and Revolving Credit Facility Agreement dated as of
September 25, 2000, as amended by Letter Amendment No. 1 dated as of August 10,
2001 (the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.

       (2) The Borrower and the Required Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.

       SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:

       (a) Section 1.01 is amended by adding the following definitions in the
correct alphabetical order:

              "AMENDMENT NO. 2" means Amendment No. 2 to this Agreement, dated
       as of February 4, 2002.

              "AMENDMENT NO. 2 EFFECTIVE DATE" means the date on which the
       conditions precedent to the effectiveness of Amendment No. 2 have been
       satisfied or waived by the Required Lenders.

              "COLLATERAL" means all "Collateral" referred to in the Collateral
       Documents and all other property that is or is intended to be subject to
       any Lien in favor of the Collateral Agent for the benefit of the Secured
       Parties.

              "COLLATERAL ACCOUNT" has the meaning specified in the Security
       Agreement.

              "COLLATERAL DOCUMENTS" means the Security Agreement, the
       Collateral Trust Agreement, and any other agreement that creates or
       purports to create a Lien in favor of the Agent for the benefit of the
       Secured Parties.

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                  "COLLATERAL TRIGGER" means the date on which (a) the
         Borrower's corporate credit rating shall be lower than BBB- by S&P or
         (b) the Borrower's Public Debt Rating shall be lower than Baa3 by
         Moody's.

              "COLLATERAL TRUST AGREEMENT" has the meaning specified in Section
       5.21(e).

              "COLLATERAL TRUSTEES" has the meaning specified in the Collateral
       Trust Agreement.

              "CONSOLIDATED EBITDA" shall mean, for any period, net income (or
       net loss) PLUS the sum of (a) consolidated interest expense, (b)
       consolidated income tax expense, (c) consolidated depreciation expense
       and (d) consolidated amortization expense (including the write down of
       intangibles associated with the adoption of FAS 142), in each case,
       determined in accordance with GAAP for such period, EXCLUDING, (i) up to
       $950,000,000 of charges in connection with the business restructuring
       plan during such period to be taken no later than the fourth quarter of
       fiscal year 2001 of the Borrower, (ii) up to $300,000,000 of start-up
       costs associated with the establishment of the Borrower as a separate
       business entity incurred during the period to be taken through the fourth
       quarter of fiscal year 2001 of the Borrower, (iii) up to $450,000,000 of
       non-cash business restructuring charges during such period to be taken no
       later than the fourth quarter of fiscal year 2001 of the Borrower, (iv)
       up to $163,000,000 of restructuring charges, including asset impairment
       and other one time charges during such period to be taken no later than
       the fourth quarter of fiscal year 2002 of the Borrower and (v) non-cash
       in process research and development charges associated with Investments
       made in accordance with Section 5.19(x)(A).

              "EXCLUDED SUBSIDIARY" means Avaya Receivables LLC, Mercury
       Insurance Inc., Avaya International LLC and any special purpose entity
       established in connection with an offering of Indebtedness secured by
       real property the proceeds of which are used to reduce the Total
       Commitment in accordance with Section 2.11(f).

              "INVESTMENT" in any Person means any loan or advance to such
       Person, any purchase or other acquisition of any equity interests or Debt
       or the assets comprising a division or business unit or a substantial
       part or all of the business of such Person, any capital contribution to
       such Person or any other direct or indirect investment in such Person,
       including, without limitation, any acquisition by way of a merger or
       consolidation and any arrangement pursuant to which the investor incurs
       Debt of the types referred to in clause (g) or (h) of the definition of
       "Debt" in respect of such Person. The amount of any Investment shall be
       the original cash cost of such Investment plus the cost of all additions
       thereto, without any adjustment for increases or decreases in value, but
       shall be reduced by the amount of such Investment returned in cash.

              "LOAN DOCUMENTS" means this Agreement, any notes evidencing the
       Loans, the Subsidiary Guaranty and, during the continuance of the
       Security Period, the Collateral Documents.

              "LOAN PARTIES" means the Borrower and the Subsidiary Guarantors.


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              "MARKETABLE SECURITIES" means any of the following, to the extent
       owned by the Borrower free and clear of all Liens other than Liens
       created under the Collateral Documents and having a maturity of not
       greater than 180 days from the date of acquisition thereof: (a) readily
       marketable direct obligations of the Government of the United States or
       any agency or instrumentality thereof or obligations unconditionally
       guaranteed by the full faith and credit of the Government of the United
       States, (b) insured certificates of deposit of or time deposits with any
       commercial bank that is a Lender or a member of the Federal Reserve
       System, issues (or the parent of which issues) commercial paper rated as
       described in clause (c) below, is organized under the laws of the United
       States or any State thereof and has combined capital and surplus of at
       least $500 million, (c) commercial paper in an aggregate amount of no
       more than $25,000,000 per issuer outstanding at any time, issued by any
       corporation organized under the laws of any State of the United States
       and rated at least "Prime-1" (or the then equivalent grade) by Moody's or
       "A-1" (or the then equivalent grade) by S&P, (d) fully collateralized
       repurchase agreements with a term of not more than 30 days for securities
       described in clause (a) and entered into with a financial institution
       satisfying the criteria in clause (b) or (e) other instruments as set
       forth on the Borrower's policy as in effect on the date hereof, a copy of
       which has been made available to each Lender.

              "NET CASH PROCEEDS" means, with respect to any sale, transfer or
       other disposition of any asset of Borrower or its Subsidiaries (excluding
       receivables) and/or the sale, incurrence or issuance of any Debt in the
       capital markets or equity interests by any Person, the aggregate amount
       of cash received from time to time (whether as initial consideration or
       through payment or disposition of deferred consideration) by or on behalf
       of such Person in connection with such transaction after deducting
       therefrom only (without duplication) (a) reasonable and customary
       brokerage commissions, underwriting fees and discounts, legal fees,
       finder's fees and other similar fees and commissions, (b) the amount of
       taxes payable in connection with or as a result of such transaction and
       (c) the amount of any Debt secured by a Lien on such asset that, by the
       terms of the agreement or instrument governing such Debt, is required to
       be repaid upon such disposition, in the case of (a) and (c) to the
       extent, but only to the extent, that the amounts so deducted are, at the
       time of receipt of such cash, actually paid to a Person that is not an
       Affiliate of such Person and in each case are properly attributable to
       such transaction or to the asset that is the subject thereof.

              "RECEIVABLES INTERCREDITOR AGREEMENT" has the meaning specified in
       Section 5.21(f).

              "SECURED PARTIES" has the meaning specified in the Collateral
       Trust Agreement.

              "SECURITY AGREEMENT" has the meaning specified in Section 5.21(c).

              "SECURITY PERIOD" means the period, if any, beginning with the
       occurrence of the Collateral Trigger until the earlier of (a) the date
       thereafter, if any, that (i) the Borrower's corporate credit rating shall
       be at least BBB by S&P and the Borrower's Public Debt Rating shall be at
       least Baa2 by Moody's, (ii) to the extent such corporate credit rating


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       shall be BBB by S&P or such Public Debt Rating shall be Baa2 by Moody's,
       such rating shall not be accompanied by either (x) in the case of S&P, a
       negative outlook, creditwatch negative or the equivalent thereof or (y)
       in the case of Moody's, a negative outlook, a review for possible
       downgrade or the equivalent thereof and (iii) the Debt issued pursuant to
       Section 5.17(ii)(E) shall by its terms become unsecured, and (b) the
       later of the repayment in full of all Advances and the Maturity Date.

              "SUBSIDIARY GUARANTORS" means the Material Subsidiaries of the
       Borrower listed on Schedule I to Amendment No. 2 and each other Material
       Subsidiary that shall be required to execute and deliver a guaranty
       pursuant to Section 5.15, but shall not include any Excluded Subsidiary.

              "SUBSIDIARY GUARANTY" has the meaning specified in Section
       5.21(d).

              "364-DAY CREDIT AGREEMENT" means the 364-Day Competitive Advance
       and Revolving Credit Facility Agreement dated as of August 10, 2001 among
       the Borrower, the lenders parties thereto and Citibank, N.A., as agent
       for said lenders, as such agreement is amended, supplemented or otherwise
       modified form time to time.

              "WARBURG TRANSACTIONS" means the transactions contemplated by (i)
       the Preferred Stock and Warrant Purchase Agreement dated as of August 8,
       2000, by and among the Borrower, Warburg, Pincus Equity Partners, L.P.
       and the other Purchasers party thereto, including the terms of the Series
       B convertible participating preferred stock and warrants issued pursuant
       thereto and (ii) any amendment of the terms of the Series B convertible
       participating preferred stock or exchange or equity interests for shares
       of Series B convertible participating preferred stock, in each case, to
       the extent permitted under Section 5.18(iv).

       (b) The definition of "APPLICABLE MARGIN" in Section 1.01 is hereby
amended in full to read as follows:

              "APPLICABLE MARGIN" shall mean (a) for ABR Loans, 0% per annum and
       (b) for Eurodollar Committed Loans, a percentage per annum determined by
       reference to the Public Debt Rating in effect on such date as set forth
       below:

        ---------------------------------------------------------------
                                                  APPLICABLE MARGIN FOR
              PUBLIC DEBT RATING                       EURODOLLAR
                 S&P/MOODY'S                         COMMITTED LOANS
        ---------------------------------------------------------------
        I:      At least A or A2                         0.285%
        ---------------------------------------------------------------
        II:     Below I, but at least
                A- or A3                                 0.390%
        ---------------------------------------------------------------
        III:    Below II, but at least
                BBB+ or Baa1                             0.600%
        ---------------------------------------------------------------
        IV:     Below III, but at least
                BBB or Baa2                              0.825%
        ---------------------------------------------------------------
        V:      Below IV, but at least
        ---------------------------------------------------------------


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        ---------------------------------------------------------------
                BBB- or Baa3                             1.050%
        ---------------------------------------------------------------
        VI:     Below V                                  1.500%
        ---------------------------------------------------------------

       (c) The definition of "APPLICABLE PERCENTAGE" in Section 1.01 is hereby
amended in full to read as follows:

       "Applicable Percentage" means, as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date as set
forth below:

        --------------------------------------------------------
                 PUBLIC DEBT RATING             APPLICABLE
                    S&P/MOODY'S                 PERCENTAGE
        --------------------------------------------------------
         I:      At least A or A2                 0.090%
        --------------------------------------------------------
         II:     Below I, but at least            0.110%
                 A- or A3
        --------------------------------------------------------
         III:    Below II, but at least           0.150%
                 BBB+ or Baa1
        --------------------------------------------------------
         IV:     Below III, but at least          0.175%
                 BBB or Baa2
        --------------------------------------------------------
         V:      Below IV, but at least           0.200%
                 BBB- or Baa3
        --------------------------------------------------------
         VI:     Below V                          0.250%
        --------------------------------------------------------

       (d) The definition of "APPLICABLE UTILIZATION FEE" in Section 1.01 is
hereby amended in full to read as follows:

       "Applicable Utilization Fee" means, with respect to Eurodollar Committed
Loans, as of any date that the aggregate Loans exceed 50% of the aggregate
Commitments, a percentage per annum determined by reference to the Public Debt
Rating in effect on such date as set forth below:

        --------------------------------------------------------
                 PUBLIC DEBT RATING             APPLICABLE
                    S&P/MOODY'S               UTILIZATION FEE
        --------------------------------------------------------
         I:      At least A or A2                 0.075%
        --------------------------------------------------------
         II:     Below I, but at least            0.100%
                 A- or A3
        --------------------------------------------------------
         III:    Below II, but at least           0.125%
                 BBB+ or Baa1
        --------------------------------------------------------
         IV:     Below III, but at least          0.125%
                 BBB or Baa2
        --------------------------------------------------------
         V:      Below IV, but at least           0.250%
                 BBB- or Baa3
        --------------------------------------------------------
         VI:     Below V                          0.250%
        --------------------------------------------------------


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       (e) The definition of "DEBT" in Section 1.01 is hereby amended by
restating clause (d) thereof in full to read as follows:

              (f) all obligations of such Person as lessee under Capitalized
       Leases and under synthetic, off-balance sheet or tax retention leases

       (g) Section 2.11 is amended by adding to the end thereof the following
new subsections:

              (d) The Total Commitment shall be automatically reduced one
       Business Day after the date that the Borrower or any of its Subsidiaries
       receives Net Cash Proceeds from the issuance of Debt in the capital
       markets having a maturity in excess of one year by an amount equal to (x)
       the amount of such Net Cash Proceeds (but not more than $500,000,000)
       multiplied by a fraction the numerator of which is the Total Commitment
       before giving effect to such reduction and the denominator of which is
       the sum of the Total Commitment before giving effect to such reduction
       plus the "Total Commitment" (as defined in the 364-Day Credit Agreement)
       before giving effect to any reduction thereof on such date, PROVIDED that
       the Total Commitment shall not be reduced pursuant to this clause (d)
       below $600,000,000 or, if the "Total Commitment" (as defined in the
       364-Day Credit Agreement) has not expired or been terminated, the sum of
       the Total Commitment and the "Total Commitment" (as defined in the
       364-Day Credit Agreement) shall not be reduced pursuant to this clause
       (d) below $700,000,000.

              (e) To the extent that the sum of the Total Commitment plus the
       "Total Commitment" (as defined in the 364-Day Credit Agreement) exceeds
       $850,000,000 (without giving effect to any reduction of the Total
       Commitment or the "Total Commitment" (as defined in the 364-Day Credit
       Agreement) as a result of a financing permitted by Section 5.17(ii)(D)),
       the Total Commitment shall be automatically reduced one Business Day
       after the date that the Borrower or any of its Subsidiaries receives Net
       Cash Proceeds from the sale or other disposition of assets (other than
       sales or dispositions of inventory in the ordinary course of business,
       dispositions of accounts receivable in accordance with Section 5.07(viii)
       or sales of assets for cash and having a fair market value in an
       aggregate amount not to exceed $25,000,000 in any fiscal year of the
       Borrower) by an amount equal to the product of (x) the lesser of (i) such
       Net Cash Proceeds and (ii) the amount of such Net Proceeds required to
       reduce the Total Commitment to $600,000,000 or, if the "Total Commitment"
       (as defined in the 364-Day Credit Agreement) has not expired or been
       terminated, required to reduce the sum of the Total Commitment and the
       "Total Commitment" (as defined in the 364-Day Credit Agreement) to
       $850,000,000 (in each case, without giving effect to any reduction of the
       Total Commitment or the "Total Commitment" (as defined in the 364-Day
       Credit Agreement) as a result of a financing permitted by Section
       5.17(ii)(D)), multiplied by (y) a fraction the numerator of which is the
       Total Commitment before giving effect to such reduction and the
       denominator of which is the sum of the Total Commitment before giving
       effect to such reduction plus the "Total Commitment" (as defined in the
       364-Day Credit Agreement) before giving effect to any reduction thereof
       on such date.


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                  (f) The Total Commitment shall be automatically reduced one
         Business Day after the date that the Borrower or any of its
         Subsidiaries receives Net Cash Proceeds from a financing permitted by
         Section 5.17(ii)(D) by an amount equal to the product of (x) such Net
         Cash Proceeds multiplied by (y) a fraction the numerator of which is
         the Total Commitment before giving effect to such reduction and the
         denominator of which is the sum of the Total Commitment before giving
         effect to such reduction plus the "Total Commitment" (as defined in the
         364-Day Credit Agreement) before giving effect to any reduction thereof
         on such date.

              (h) Section 3.05(a) is amended in full to read as follows:

              (a) The Borrower has heretofore furnished to the Agent and the
       Lenders copies of its consolidated financial statements as of and for the
       fiscal year ended September 30, 2001 as included in the Borrower's Annual
       Report on Form 10-K filed with the Securities and Exchange Commission on
       December 26, 2001 (the "2001 Form 10-K"). Such financial statements
       present fairly, in all material respects, the consolidated financial
       condition of the Borrower as of such date and for such periods in
       accordance with GAAP;

              (i) Section 3.05(b) is amended in full to read as follows:

              (b) As of the date hereof, except as disclosed in the Borrower's
       2001 From 10-K, or in the press release dated January 17, 2002 reporting
       the Borrower's financial results for the fiscal quarter ended December
       31, 2001, there has been no material adverse change in the consolidated
       business, assets, operations or condition, financial or otherwise, of the
       Borrower and its Subsidiaries taken as a whole since September 30, 2001.
       For purposes of this representation a change in the Public Debt Rating of
       the Borrower shall not constitute a material adverse change.

       (j) Section 3.06(3)(ii) is amended by deleting the words "Third Quarter
Form 10-K" and substituting therefore the words "2001 Form 10-K".

       (k) Section 3.06(b) is amended by deleting the words "Third Quarter Form
10-K" and substituting therefore the words "2001 Form 10-K".

              (l) Section 4.01(b) is amended in full to read as follows:

              (b) The representations and warranties set forth in the Loan
       Documents shall be true and correct in all material respects on and as of
       the date of such Borrowing with the same effect as though made on and as
       of such date, except to the extent such representations and warranties
       expressly relate to an earlier date; PROVIDED that the representations
       and warranties in Section 3.05(b) and Section 3.06(a)(ii) shall only be
       made upon the Closing Date, at the time of each extension of the Maturity
       Date in accordance with Section 2.22 and on the occasion of any Borrowing
       the proceeds of which are not used to refund commercial paper.

              (m) Section 5.07(ix) is amended in full to read as follows:


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              (ix) synthetic leases in effect as of the Amendment No. 2
       Effective Date and synthetic lease transactions on properties owned as of
       the date hereof in an aggregate principal amount not to exceed
       $50,000,000;

       (n) Section 5.07(x) is amended by deleting the figure "$500,000,000" and
substituting therefor the figure "$75,000,000".

       (o) Section 5.07 is further amended by adding to the end thereof a new
clause (xii) to read as follows:

       (xii) Liens created under the Collateral Documents.

       (p) Section 5.08 is amended in full to read as follows:

              SECTION 5.08. INTEREST COVERAGE RATIO. It will maintain a ratio of
       Consolidated EBITDA of the Borrower and its Subsidiaries to interest
       expense for the period consisting of the previous four consecutive fiscal
       quarters by the Borrower and its Subsidiaries of not less than 3.00:1.00
       at all times until September 30, 2002 and of not less than 4.00:1.00 at
       all times thereafter.

       (q) Article V is further amended by adding at the end thereof the
following new sections:

              SECTION 5.09. MINIMUM EBITDA. It will maintain, as of the end of
       each period set forth below, Consolidated EBITDA of the Borrower and its
       Subsidiaries of not less than the amount set forth below for such period:

             ------------------------------------------------------------------
             PERIOD                                              MINIMUM EBITDA
             ------------------------------------------------------------------
             January 1, 2002 through March 31, 2002                $20,000,000
             ------------------------------------------------------------------
             January 1, 2002 through June 30, 2002                 $80,000,000
             ------------------------------------------------------------------
             January 1, 2002 through September 30, 2002           $180,000,000
             ------------------------------------------------------------------
             January 1, 2002 through December 31, 2002            $300,000,000
             ------------------------------------------------------------------
             Rolling four quarters thereafter                     $400,000,000
             ------------------------------------------------------------------

              SECTION 5.10. VISITATION RIGHTS. At any reasonable time and from
       time to time, upon reasonable prior notice, it will permit the Agent or
       any of the Lenders or any agents or representatives thereof, to examine
       and make copies of and abstracts from the records and books of account
       of, and visit the properties of, the Borrower and any of its
       Subsidiaries, and to discuss the affairs, finances and accounts of the
       Borrower and any of its Subsidiaries with any financial officers and,
       upon reasonable prior to notice to the Borrower and subject to the right
       of a financial officer to be present during such discussions, with their
       independent certified public accountants; PROVIDED, that unless an Event
       of Default shall have occurred and is continuing, each of the Agent and
       the Lenders may take such actions only once during any fiscal quarter of
       the Borrower.

              SECTION 5.11. MAINTENANCE OF PROPERTIES, ETC. It will maintain and
       preserve, and cause each of its Subsidiaries to maintain and preserve,
       all of its material properties


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       that are material to the conduct of its business taken as a whole in good
       working order and condition, ordinary wear and tear excepted; PROVIDED,
       HOWEVER, that nothing in this Section 5.11 shall prevent the Borrower or
       any such Subsidiary from discontinuing the operation or maintenance of
       any property if such discontinuance is in the judgment of the Borrower
       desirable in the conduct of its business or the business of such
       Subsidiary.

              SECTION 5.12. MAINTENANCE OF INSURANCE. It will maintain, and
       cause each of its Subsidiaries to maintain, insurance with responsible
       and reputable insurance companies or associations in such amounts and
       covering such risks as is usually carried by companies engaged in similar
       businesses and owning similar properties in the same general areas in
       which the Borrower or such Subsidiary operates; PROVIDED, HOWEVER, that
       (i) the Borrower and its Subsidiaries may self-insure to the same extent
       as other companies engaged in similar businesses and owning similar
       properties in the same general areas in which the Borrower or such
       Subsidiary operates and to the extent consistent with prudent business
       practice and (ii) insurance coverage against terrorist acts shall be
       required only so long as such coverage is available on commercially
       reasonable terms.

              SECTION 5.13. PAYMENT OF TAXES, ETC. It will pay and discharge,
       and cause each of its Subsidiaries to pay and discharge, before the same
       shall become delinquent, (i) all taxes, assessments and governmental
       charges or levies imposed upon it or upon its property and (ii) all
       lawful claims, in each case, that, if unpaid, could reasonably be
       expected to result in a Material Adverse Effect; provided, HOWEVER, that
       neither the Borrower nor any of its Subsidiaries shall be required to pay
       or discharge any such tax, assessment, charge or claim that is being
       contested in good faith and by proper proceedings and as to which
       appropriate reserves are being maintained so long as the failure to so
       pay or discharge could not reasonably be expected to result in a Material
       Adverse Effect.

              SECTION 5.14. TRANSACTIONS WITH AFFILIATES. It will conduct, and
       cause each of its Subsidiaries to conduct, all transactions otherwise
       permitted under this Agreement with any of their Affiliates on terms that
       are fair and reasonable and no less favorable to the Borrower or such
       Subsidiary than it would obtain in a comparable arm's-length transaction
       with a Person not an Affiliate; PROVIDED, that the foregoing shall not
       apply to transactions between the Borrower and its Subsidiaries or the
       Warburg Transactions.

              SECTION 5.15. COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY.
       At any time during the Security Period, it will upon (x) the request of
       the Agent following the occurrence and during the continuance of a
       Default, (y) the formation or acquisition of any new direct or indirect
       domestic Material Subsidiaries by any Loan Party or (z) the acquisition
       of any material property by any Loan Party, and such property, in the
       judgment of the Agent, shall not already be subject to a perfected first
       priority security interest in favor of the Collateral Trustees for the
       benefit of the Secured Parties, then the Borrower shall, in each case at
       the Borrower's expense:

                     (i) in connection with the formation or acquisition of a
              domestic Material Subsidiary, within 10 days after such formation
              or acquisition, cause


                                       9
<Page>

              each such Subsidiary, and cause each direct and indirect domestic
              parent of such Subsidiary (if it has not already done so), to duly
              execute and deliver to the Agent a guaranty or guaranty
              supplement, in form and substance reasonably satisfactory to the
              Agent, guaranteeing the other Loan Parties' obligations under the
              Loan Documents,

                     (ii) within 15 days after such request, formation or
              acquisition, duly execute and deliver, and cause each such
              Subsidiary and each direct and indirect domestic parent of such
              Subsidiary (if it has not already done so) to duly execute and
              deliver, to the Collateral Trustees, pledges, assignments,
              security agreement supplements, intellectual property security
              agreement supplements and other security agreements, as specified
              by and in form and substance reasonably satisfactory to the Agent,
              securing payment of all the obligations of the applicable Loan
              Party, such Subsidiary or such parent, as the case may be, under
              the Loan Documents and constituting Liens on all such properties,
              PROVIDED that no real property shall be subjected to a security
              interest in favor of the Collateral Trustees for the benefit of
              the Secured Parties,

                     (iii) within 30 days after such request, formation or
              acquisition, take, and cause such Subsidiary or such parent to
              take, whatever action (including, without limitation, the filing
              of Uniform Commercial Code financing statements, the giving of
              notices and the endorsement of notices on title documents) may be
              reasonably necessary or advisable in the opinion of the Agent to
              vest in the Collateral Trustees (or in any representative of the
              Collateral Trustees designated by them) valid and subsisting Liens
              on the properties purported to be subject to the pledges,
              assignments, security agreement supplements, intellectual property
              security agreement supplements and security agreements delivered
              pursuant to this Section 5.15, enforceable against all third
              parties in accordance with their terms,

                     (iv) within 60 days after such request, formation or
              acquisition, deliver to the Agent, upon the request of the Agent
              in its sole discretion, a signed copy of a favorable opinion,
              addressed to the Agent and the other Secured Parties, of counsel
              for the Loan Parties reasonably acceptable to the Agent as to the
              matters contained in clauses (i), (ii) and (iii) above, as to such
              guaranties, guaranty supplements, pledges, assignments, security
              agreement supplements, intellectual property security agreement
              supplements and security agreements being legal, valid and binding
              obligations of each Loan Party party thereto enforceable in
              accordance with their terms, as to the matters contained in clause
              (iii) above, as to such recordings, filings, notices, endorsements
              and other actions being sufficient to create valid perfected Liens
              on such properties to the extent a Lien can be created by filing
              under the Uniform Commercial Code, and as to such other matters as
              the Agent may reasonably request,

                     (v) at any time and from time to time, promptly execute and
              deliver any and all further instruments and documents and take all
              such other action as the Agent may deem necessary or desirable in
              obtaining the full benefits of, or in


                                       10
<Page>

              perfecting and preserving the Liens of, such guaranties, pledges,
              assignments, security agreement supplements, intellectual property
              security agreement supplements and security agreements.

              SECTION 5.16. FURTHER ASSURANCES. (i) It will promptly upon
       request by the Agent, or any Lender through the Agent, correct, and cause
       each of its Subsidiaries promptly to correct, any material defect or
       error that may be discovered in any Loan Document or in the execution,
       acknowledgment, filing or recordation thereof, and

                     (ii) It will promptly upon request by the Agent, do,
              execute, acknowledge, deliver, record, re-record, file, re-file,
              register and re-register any and all such further acts, pledge
              agreements, assignments, financing statements and continuations
              thereof, termination statements, notices of assignment, transfers,
              certificates, assurances and other instruments as the Agent may
              reasonably require from time to time in order to (A) carry out
              more effectively the purposes of the Loan Documents, (B) to the
              fullest extent permitted by applicable law and during the Security
              Period, subject any Loan Party's or any of its domestic
              Subsidiaries' properties, assets, rights or interests to the Liens
              now or hereafter intended to be covered by any of the Collateral
              Documents, (C) during the Security Period, to perfect and maintain
              the validity, effectiveness and priority of any of the Collateral
              Documents and any of the Liens intended to be created thereunder
              and (D) to assure, convey, grant, assign, transfer, preserve,
              protect and confirm more effectively unto the Secured Parties the
              rights granted or now or hereafter intended to be granted to the
              Secured Parties under any Loan Document or under any other
              instrument executed in connection with any Loan Document to which
              any Loan Party or any of its Subsidiaries is or is to be a party,
              and cause each of its Subsidiaries to do so; PROVIDED, that
              nothing contained herein shall require the Borrower or any
              Subsidiary to grant a security interest in the assets or property
              of any Excluded Subsidiary.

              SECTION 5.17. DEBT. It will not create, incur, assume or suffer to
       exist, or permit any of its Subsidiaries to create, incur, assume or
       suffer to exist, any Debt, except:

              (i) in the case of the Borrower, unsecured Debt incurred in the
       ordinary course of business for borrowed money, maturing within one year
       from the date incurred, evidenced by commercial paper and aggregating at
       any time not more than the then outstanding sum of (1) the unused
       Commitments and (2) the unused portion of lines of credit from commercial
       banks advised in writing and available to the Borrower, and

              (ii) in the case of the Borrower and its Subsidiaries,

                     (A) Debt under the Loan Documents,

                     (B) Debt under the "Loan Documents" (as defined in the
              364-Day Credit Agreement),

                     (C) Debt outstanding on the Amendment No. 2 Effective Date
              and any Debt extending the maturity of, or refunding or
              refinancing, in whole or in part,


                                       11
<Page>

              any such Debt, PROVIDED that the terms of any such extending,
              refunding or refinancing Debt, and of any agreement entered into
              and of any instrument issued in connection therewith, are
              otherwise permitted by the Loan Documents, PROVIDED FURTHER that
              the principal amount of such Debt shall not be increased above the
              sum of (i) principal amount thereof outstanding immediately prior
              to such extension, refunding or refinancing, and (ii) any fees and
              expenses in connection therewith, and the direct and contingent
              obligors therefor shall not be changed, as a result of or in
              connection with such extension, refunding or refinancing,

                     (D) Debt in an aggregate principal amount not to exceed
              $200,000,000 at any time outstanding secured by real property,

                     (E) Debt issued in the capital markets, having a maturity
              in excess of one year from the date incurred and in an aggregate
              principal amount no to exceed the sum of $500,000,000 and any over
              allotment thereof at any time outstanding;

                     (F) Debt of the Borrower to any Subsidiary of the Borrower
              or of any Subsidiary to the Borrower or any other Subsidiary of
              the Borrower,

                     (G) without duplication of clause (C) above, Debt, not to
              exceed $300,000,000 at any time outstanding, incurred in
              connection with the limited recourse sale of accounts receivable
              in connection with the securitization thereof, which sale is
              non-recourse to the extent customary in securitizations and
              consistent with past practice,

                     (H) Debt permitted to be secured by Liens in accordance
              with Section 5.07(v), (vi) or (vii);

                     (I) Debt in respect of Hedge Agreements designed to hedge
              against fluctuations in interest rates or foreign exchange rates
              incurred in the ordinary course of business and in accordance with
              prudent business practices,

                     (J) Debt in respect of trade letters of credit in an
              aggregate amount not to exceed $25,000,000 at any time
              outstanding,

                     (K) Debt arising under the Electronic Wire and Cable
              Product Purchase Agreement, as amended, and related agreements,
              between the Borrower and the Belden Communication Division, a
              division of Belden line,

                     (L) other Debt not to exceed in the aggregate $75,000,000
              at any time outstanding, and

                     (M) other Debt not to exceed in the aggregate $50,000,000
              consisting synthetic, off-balance sheet or tax retention leases.

              SECTION 5.18. RESTRICTED PAYMENTS. It will not declare or make any
       dividend payment or other distribution of assets, properties, cash,
       rights, obligations or securities


                                       12
<Page>

       on account of any shares of any class of capital stock of the Borrower,
       or purchase, redeem or otherwise acquire for value (or permit any of its
       Subsidiaries to do so) any shares of any class of capital stock of the
       Borrower or any warrants, rights or options to acquire any such shares,
       now or hereafter outstanding, except that, so long as no Default shall
       have occurred and be continuing at the time of any action described below
       or would result therefrom, the Borrower may (i) declare and make any
       dividend payment or other distribution payable in common stock of the
       Borrower, (ii) purchase, redeem or otherwise acquire shares of its common
       stock or warrants, rights or options to acquire any such shares with the
       proceeds received from the substantially concurrent issue of new shares
       of its common stock or options or warrants convertible into common stock;
       (iii) declare or pay cash dividends to the holders to its Series B
       convertible participating preferred stock and warrants and purchase,
       redeem or otherwise acquire shares of its Series B convertible
       participating preferred stock or warrants, rights or options to acquire
       any such shares to the extent permitted by the terms of such Series B
       convertible participating preferred stock or pay cash dividends in
       respect of equity interests received in exchange for shares of Series B
       convertible participating preferred stock, as described in clause (iv);
       and (iv) amend the terms of the Series B convertible participating
       preferred stock or issue equity interests of the Borrower, provided,
       however, that such amended terms or the terms of such equity interests
       shall not provide for (i) mandatory redemption prior to the Maturity Date
       or (ii) the payment of cash dividends in an amount in excess of the
       amount of cash dividends that may be paid in respect of the Series B
       convertible participating preferred stock based on the terms of the
       Series B convertible participating preferred stock as in effect on the
       date hereof.

              SECTION 5.19. INVESTMENTS IN OTHER PERSONS. It will not make or
       hold, or permit any of its Subsidiaries to make or hold, any Investment
       in any Person other than:

                     (i) Investments (other than Investment permitted by clause
              (iv) below) by the Borrower and its Subsidiaries in their
              Subsidiaries outstanding on the Amendment No. 2 Effective Date and
              (x) additional Investments in an aggregate amount not to exceed
              $50,000,000 at any time outstanding in Subsidiaries that are not
              Subsidiary Guarantors and (y) additional Investments in the
              Subsidiary Guarantors;

                     (ii) loans and advances to employees in the ordinary course
              of the business of the Borrower and its Subsidiaries as presently
              conducted in an aggregate principal amount not to exceed
              $10,000,000 at any time outstanding;

                     (iii) Investments in Marketable Securities;

                     (iv) Investments consisting of intercompany Debt permitted
              under Section 5.17;

                     (v) Investments received in connection with the bankruptcy
              or reorganization of, or settlement of delinquent accounts and
              disputes with customers and suppliers, in each case, in the
              ordinary course of business;


                                       13
<Page>

                     (vi) Investments in joint ventures and other minority
              interests in an amount not to exceed $75,000,000 at any time
              outstanding;

                     (vii) warrants received from and minority equity interests
              in, customers of and vendors to the Borrower and its Subsidiaries
              so long as no cash is expended by the Borrower or any of its
              Subsidiaries to purchase any of the foregoing;

                     (viii) minority interests received in connection with the
              sale or disposition of any assets of the Borrower;

                     (ix) Investments existing on the Amendment No. 2 Effective
              Date; and

                     (x) (A) other Investments in an aggregate amount invested
              not to exceed $150,000,000 and (B) so long as the sum of the Total
              Commitments plus the "Total Commitments" (as defined in the
              364-Day Credit Agreement) does not exceed $850,000,000, additional
              Investments, PROVIDED that any Investments made in accordance with
              this clause (B) are funded from sources other than this Agreement
              or the 364-Day Credit Agreement and PROVIDED, FURTHER, that with
              respect to all Investments made under this clause (x): (1)
              immediately before and after giving effect thereto, no Default
              shall have occurred and be continuing or would result therefrom;
              (2) any company or business acquired or invested in pursuant to
              this clause (x) shall be in the same line of business of the
              Borrower or any of its Subsidiaries or reasonably related thereto;
              and (3) immediately after giving effect to the acquisition of a
              company or business pursuant to this clause (x), the Borrower
              shall be in pro forma compliance with Section 5.08, calculated
              based on the financial statements most recently delivered to the
              Lenders pursuant to Section 5.02 and as though such acquisition
              had occurred at the beginning of the four-quarter period covered
              thereby, as evidenced by a certificate of the Chief Financial
              Officer of the Borrower delivered to the Lenders demonstrating
              such compliance.

              SECTION 5.20. CHANGE IN NATURE OF BUSINESS. It will not make, or
       permit any of its Subsidiaries to make, any material change in the nature
       of its business taken as a whole as carried on at the date hereof (other
       than changes that are reasonably related to such business).

              SECTION 5.21. CONDITION SUBSEQUENT TO AMENDMENT NO. 2 EFFECTIVE
       DATE. Within 45 days after the Amendment No. 2 Effective Date, it will
       deliver to the Agent in sufficient copies for each Lender:

                     (a) Certified copies of the resolutions of the Board of
              Directors of each Subsidiary Guarantor approving each of the Loan
              Documents to which it is a party, and of all documents evidencing
              other necessary corporate action and governmental approvals, if
              any, with respect to such Loan Document.

                     (b) A certificate of the Secretary or an Assistant
              Secretary of each Subsidiary Guarantor certifying the names and
              true signatures of the officers of


                                       14
<Page>

              such Subsidiary Guarantor authorized to sign each of the Loan
              Documents to which it is a party and the other documents to be
              delivered by it hereunder.

                     (c) A security agreement in form and substance reasonably
              satisfactory to the Agent and Borrower (the "SECURITY AGREEMENT"),
              granting a security interest in the equipment, accounts
              receivable, inventory, domestic intellectual property and stock of
              domestic Subsidiaries of the Borrower (other than the Excluded
              Subsidiaries) and the Subsidiary Guarantors to secure the
              obligations of the Loan Parties under the Loan Documents, the
              "Loan Documents" (as defined in the 364-Day Credit Agreement), the
              Debt issued in accordance with Section 5.17(ii)(E) and obligations
              owing to Lenders or "Lenders" (as defined in the 364-Day Credit
              Agreement) in respect of letters of credit, overdraft facilities,
              Hedge Agreements or otherwise, in each case to the extent
              permitted by the negative lien covenant baskets of the Borrower's
              bond indentures and consented to by the creditors of the
              Receivables Financing, duly executed by the Borrower and each
              Subsidiary Guarantor.

                     (d) A guaranty in form and substance reasonably
              satisfactory to the Agent and each Subsidiary Guarantor (the
              "SUBSIDIARY GUARANTY"), duly executed by each Subsidiary
              Guarantor.

                     (e) An agreement in form and substance reasonably
              satisfactory to the Agent and the Borrower among the Collateral
              Trustees named therein, the Borrower and each Subsidiary Guarantor
              (the "COLLATERAL TRUST AGREEMENT").

                     (f) An agreement in form and substance reasonably
              satisfactory to the Agent and the Borrower duly executed and
              delivered by the Collateral Agent, the Borrower and each
              Subsidiary Guarantor that participates in the Receivables
              Financing and duly authorized representatives of the creditors
              parties to each receivables securitization program permitted
              pursuant to Section 5.07(viii) and existing on the Amendment No. 2
              Effective Date (the "RECEIVABLES INTERCREDITOR AGREEMENT").

                     (g) A favorable opinion of Legal Counsel for the Loan
              Parties, in form and substance satisfactory to the Agent and as to
              such other matters as the Agent may reasonably request.

              SECTION 5.22. COLLATERAL TRIGGER. Within 30 days of the occurrence
       of the Collateral Trigger, it will deliver to the Agent with sufficient
       copies for each Lender:

                     (a) acknowledgment copies of proper financing statements,
              duly filed on or before such day under the Uniform Commercial Code
              of all jurisdictions that the Agent may deem necessary or
              desirable in order to perfect and protect the first priority liens
              and security interests created under the Security Agreement,
              covering the Collateral described in the Security Agreement,

                     (b) completed requests for information, dated on or before
              such day, listing the financing statements referred to in clause
              (a) above and all other


                                       15
<Page>

              effective financing statements filed in the jurisdictions referred
              to in clause (ii) above that name the Borrower or any Subsidiary
              Guarantor as debtor, together with copies of such other financing
              statements, and

                     (c) a favorable opinion of local counsel with respect to
              the Security Agreement in form and substance reasonably
              satisfactory to the Agent.

              Upon the termination of the Security Period, the security
              interests shall terminate on and subject to the terms of the
              Collateral Documents, and the parties shall take such further
              action all as provided therein.

              (o) Subsection (d) of Article VI is amended in full to read as
       follows:

              (d) default shall be made in the due observance or performance of
       any covenant, condition or agreement contained in Section 5.01, 5.02(e),
       5.04, 5.06, 5.07, 5.08, 5.09, 5.10, 5.14, 5.17, 5.18, 5.19 or 5.20;

              (p) Subsection (e) of Article VI is amended in full to read as
       follows:

              (e) default shall be made in the due observance or performance of
       any covenant, condition or agreement contained herein (other than those
       specified in (b), (c) or (d) above or (f) below) or in any other Loan
       Document and such default shall continue for a period of 30 days after
       notice thereof from the Agent or any Lender to the Borrower;

              (q) Subsection (i) of Article VI is amended in full to read as
       follows:

              (i) The Borrower or any of its Subsidiaries shall fail to pay any
       principal of or premium or interest on any Debt that is outstanding in a
       principal amount of at least $100,000,000 in the aggregate (but excluding
       Debt outstanding hereunder) of the Borrower or such Subsidiary (as the
       case may be), when the same becomes due and payable (whether by scheduled
       maturity, required prepayment, acceleration, demand or otherwise), and
       such failure shall continue after the applicable grace period, if any,
       specified in the agreement or instrument relating to such Debt; or any
       other event shall occur or condition shall exist under any agreement or
       instrument relating to any such Debt and shall continue after the
       applicable grace period, if any, specified in such agreement or
       instrument, if the effect of such event or condition is to accelerate, or
       to permit the acceleration of, the maturity of such Debt; or any such
       Debt shall be declared to be due and payable, or required to be prepaid
       or redeemed (other than by a regularly scheduled required prepayment or
       redemption), purchased or defeased, or an offer to prepay, redeem,
       purchase or defease such Debt shall be required to be made, in each case
       prior to the stated maturity thereof;

       (r) Article VI is further amended by adding the following subsections
immediately after subsection (k) thereof:

              (l) (i) Any Person or group of Persons (within the meaning of
       Section 13 or Section 14 of the Securities and Exchange Act of 1934)
       shall have acquired beneficial


                                       16
<Page>

       ownership (within the meaning of Rule 13d-3 of the Securities and
       Exchange Commission under such Act), directly or indirectly, of Voting
       Shares of the Borrower (or other securities convertible into such Voting
       Shares) representing 30% or more of the combined voting power of all
       Voting Shares of the Borrower; or (ii) during any period of up to 24
       consecutive months, commencing before or after the date of this
       Agreement, individuals who at the beginning of such 24-month period were
       directors of the Borrower shall cease for any reason (other than due to
       death or disability) to constitute a majority of the board of directors
       of the Borrower (except to the extent that individuals who at the
       beginning of such 24-month period were replaced by individuals (x)
       elected by a majority of the remaining members of the board of directors
       of the Borrower or (y) nominated for election by a majority of the
       remaining members of the board of directors of the Borrower and
       thereafter elected as directors by the shareholders of the Borrower); or

              (m) any provision of any guarantee after delivery thereof pursuant
       to Section 5.15 or 5.21 shall for any reason cease to be valid and
       binding on or enforceable against any Loan Party party to it, or any such
       Loan Party shall so state in writing; or

              (n) any Collateral Document or financing statement after delivery
       thereof pursuant to Section 5.15 or 5.21 shall for any reason (other than
       pursuant to the terms thereof) cease to create a valid and perfected
       first priority lien on and security interest in the Collateral purported
       to be covered thereby; or

       (s) Section 8.05(b) is amended by adding to the end thereof the following
sentence:

              The Borrower also agrees not to assert any claim for special,
       indirect, consequential or punitive damages against the Agent, any
       Lender, any of their Affiliates, or any of their respective directors,
       officers, employees, attorneys and agents, on any theory of liability,
       arising out of or otherwise relating to this Agreement, any other Loan
       Document, any of the transactions contemplated herein or the actual or
       proposed use of the proceeds of the Loans.

       (t) Section 8.08(b) is amended by adding immediately before the proviso a
new clause (iv) to read as follows:

              or (iv) release all or substantially all of the Collateral without
       the prior written consent of each Lender, PROVIDED that so long as no
       Default or Event of Default has occurred and is continuing, (x) no
       consent of any Lender or the Agent shall be required for the release of
       any Collateral in connection with a sale or other disposition of assets
       (including the assets described on Schedule II to Amendment No. 1) if any
       of the proceeds thereof are used to reduce the Total Commitment in
       accordance with Section 2.11(e) or in connection with a financing to the
       extent the proceeds thereof are used to reduce the Total Commitment in
       accordance with Section 2.11(f), (y) no consent of any Lender or the
       Agent shall be required for the release of any Collateral with the sale
       or other disposition of the assets described on Schedule II to Amendment
       No. 2 if (A) the Total Commitment has been, or is contemporaneously with
       such asset disposition, reduced to $600,000,000 or (B) if the "Total
       Commitment" (as defined in the 364-Day Credit Agreement) has not expired
       or been terminated, sum of the Total Commitment plus the "Total
       Commitment" (as defined in the 364-Day


                                       17
<Page>

       Credit Agreement) has been, or is contemporaneously with such asset
       disposition, reduced to $700,000,000 and (z) in any fiscal year of the
       Borrower, Collateral having a fair market value not in excess of
       $25,000,000 shall be released upon sale or other disposition with only
       the consent of the Agent

       SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when (x) the Agent
shall have received counterparts of this Amendment executed by the Borrower and
the Required Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Amendment, (y) the Borrower shall have
paid to the Agent for the account of each of the Lenders that has approved this
Amendment a fee equal to 0.075% of the Commitments of such Lenders and (z) the
Agent shall have additionally received all of the following documents, each such
document (unless otherwise specified) dated the date of receipt thereof by the
Agent (unless otherwise specified) and in sufficient copies for each Lender, in
form and substance satisfactory to the Agent (unless otherwise specified) and in
sufficient copies for each Lender:

              (a) Certified copies of (i) the resolutions of the Board of
       Directors of the Borrower approving this Amendment and the Collateral
       Documents (as hereinafter defined) to which it is or is to be a party,
       and the matters contemplated hereby and thereby and (ii) all documents
       evidencing other necessary corporate action and governmental approvals,
       if any, with respect to this Amendment, the Loan Documents and the
       matters contemplated hereby and thereby.

              (b) A certificate of the Secretary or an Assistant Secretary of
       the Borrower certifying the names and true signatures of the officers of
       the Borrower authorized to sign this Amendment and the Loan Documents to
       which they are or are to be a party and the other documents to be
       delivered hereunder and thereunder.

              (c) A favorable opinion of corporate counsel for the Borrower, in
       substantially the form of Exhibit A, hereto and as to such other matters
       as any Lender through the Agent may reasonably request.

              (d) A certificate signed by a duly authorized officer of the
       Borrower stating that:

                     (i) The representations and warranties contained in Section
              3 are correct in all material respects on and as of the date of
              such certificate as though made on and as of such date; and

                     (ii) No event has occurred and is continuing that
              constitutes a Default.

       SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower
represents and warrants as follows:

              (a) It (i) is a corporation duly organized, validly existing and
       in good standing under the laws of the jurisdiction of its organization,
       (ii) has all requisite power


                                       18
<Page>

       and authority to own its property and assets and to carry on its business
       as now conducted and as proposed to be conducted, (iii) is qualified to
       do business in every jurisdiction where such qualification is required,
       except where the failure so to qualify would not result in a Material
       Adverse Effect, and (iv) has the corporate power and authority to
       execute, deliver and perform its obligations under this Amendment.

              (b) The execution, delivery and performance by the Borrower of
       this Amendment and the Loan Documents, as amended hereby, to which it is
       a party, and the consummation of the transactions contemplated hereby (i)
       have been duly authorized by all requisite corporate actions and (ii)
       will not (A) violate (1) any provision of any law, statute, rule or
       regulation (including, without limitation, the Margin Regulations) or of
       its certificate of incorporation or other constitutive documents or
       by-laws, (2) any order of any Governmental Authority or (3) any provision
       of any indenture, agreement or other instrument to which it is a party or
       by which it or any of its property is or may be bound, (B) be in conflict
       with, result in a breach of or constitute (alone or with notice or lapse
       of time or both) a default under any such indenture, agreement or other
       instrument or (C) except for the Liens to be created under the Collateral
       Documents, result in the creation or imposition of any lien upon any of
       the properties of the Borrower or any of its Subsidiaries.

              (c) This Amendment has been duly executed and delivered by the
       Borrower. This Amendment and the Credit Agreement and the Notes, as
       amended hereby, are the legal, valid and binding obligations of the
       Borrower, enforceable against the Borrower in accordance with their
       respective terms.

              (d) No action, consent or approval of, registration or filing with
       or any other action by any Governmental Authority is or will be required
       in connection with the due execution, delivery, recordation, filing or
       performance by the Borrower of this Amendment.

              (e) There are no actions or proceedings filed or (to its
       knowledge) investigations pending or threatened against it in any court
       or before any Governmental Authority or arbitration board or tribunal
       which question the validity, enforceability or legality of or seek
       damages in connection with this Amendment or the Credit Agreement and the
       Notes, as amended hereby, or any action taken or to be taken pursuant to
       this Amendment or the Credit Agreement and the Notes, as amended hereby,
       and no order or judgment has been issued or entered restraining or
       enjoining it from the execution, delivery or performance of this
       Amendment or the Credit Agreement and the Notes, as amended hereby, nor
       is there any action or proceeding which involves a probable risk of an
       adverse determination which would have any such effect; (ii) nor is there
       as of the date hereof any other action or proceeding filed or (to its
       knowledge) investigation pending or threatened against it in any court or
       before any Governmental Authority or arbitration board or tribunal which
       involves a probable risk of a material adverse decision which would
       result in a Material Adverse Effect , except as provided in the 2001 Form
       10-K or materially restrict the ability of it to comply with its
       obligations under this Amendment or the Credit Agreement and the Notes,
       as amended hereby.


                                       19
<Page>

       SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE NOTES.
(a) On and after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.

       (b) The Credit Agreement and the Notes, as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed.

       (c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.

       SECTION 5. COSTS AND EXPENSES. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 8.04 of the Credit Agreement.

       SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

       SECTION 7. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                     AVAYA INC.

                                     By /s/ Rhonda Seegal
                                        ----------------------------------------
                                        Title: Vice President and Treasurer


                                     CITIBANK, N.A.,
                                     as Agent and as Lender

                                     By  /s/ Carolyn Kee
                                        ----------------------------------------
                                        Title: Vice President


                                       20
<Page>

                                     BANK ONE, NA (Main Office Chicago)

                                     By /s/ Jennifer L. Jones
                                        ----------------------------------------
                                        Name:  Jennifer L. Jones
                                        Title: Associate Director


                                     JPMORGAN CHASE BANK

                                     By /s/ William E. Rottino, CFA
                                        ----------------------------------------
                                        Name:  William E. Rottino, CFA
                                        Title: Vice President


                                     DEUTSCHE BANK AG NEW YORK BRANCH

                                     By /s/ Andreas Neumeier
                                        ----------------------------------------
                                        Name:  Andreas Neumeier
                                        Title: Director

                                     By /s/ Peter Eschmann
                                        ----------------------------------------
                                        Name:  Peter Eschmann
                                        Title: Associate


                                     COMMERZBANK AG

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     CREDIT SUISSE FIRST BOSTON

                                     By /s/ Robert Hetu
                                        ----------------------------------------
                                        Name:  Robert Hetu
                                        Title: Director


                                     By /s/ Mark Heron
                                        ----------------------------------------
                                        Name:  Mark Heron
                                        Title: Associate

                                     THE BANK OF NEW YORK

                                     By /s/ Ernest Fung
                                        ----------------------------------------
                                        Name:  Ernest Fung
                                        Title: Vice President


                                       21
<Page>

                                     THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                     NEW YORK BRANCH

                                     By /s/ Jeffrey K. Stanton
                                        ----------------------------------------
                                        Name:  Jeffrey K. Stanton
                                        Title: Authorized Signatory


                                     HSBC BANK USA

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     THE NORTHERN TRUST COMPANY

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     SUMITOMO MITSU BANKING CORPORATION

                                     By /s/ Edward D. Henderson, Jr.
                                        ----------------------------------------
                                        Name:  Edward D. Henderson, Jr.
                                        Title:Senior Vice President


                                     WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                     NEW YORK BRANCH

                                     By /s/ Barry S. Wadler
                                        ----------------------------------------
                                        Name:  Barry S. Wadler
                                        Title: Associate Director


                                     By /s/ Lisa M. Walker
                                        ----------------------------------------
                                        Name:  Lisa M. Walker
                                        Title: Associate Director

                                       22
<Page>






                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS



                                      None













                                       23
<Page>

                                   SCHEDULE II

                                   ASSET SALE


The sale of the Borrower's Connectivity Solutions business






















                                       24