active407072658amendment







Execution Version   AMENDMENT NO. 8 TO CREDIT AGREEMENT   AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of February 5, 2014 (this   “Amendment”), among AVAYA INC., a Delaware corporation (the “Borrower”), CITIBANK, N.A., as   Administrative Agent (in such capacity, the “Administrative Agent”), and the Replacement Term B-6   Lenders (as defined below).     PRELIMINARY STATEMENTS   A. The Borrower, Avaya Holdings Corp. (formerly known as Sierra Holdings   Corp.), a Delaware corporation, the Administrative Agent and each lender from time to time party thereto   (the “Lenders”) have entered into a Credit Agreement, dated as of October 26, 2007, as amended as of   December 18, 2009 by Amendment No. 1, as amended and restated as of February 11, 2011 pursuant to   the Amendment Agreement, as amended as of August 8, 2011 by Amendment No. 3, as amended and   restated as of October 29, 2012 pursuant to Amendment No. 4, as amended and restated as of December   21, 2012 pursuant to Amendment No. 5, as amended as of February 13, 2013 pursuant to Amendment No.   6, and as amended as of March 12, 2013 pursuant to Amendment No. 7 (as amended, amended and   restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Restated   Credit Agreement”).   B. Pursuant to Section 10.01 of the Restated Credit Agreement and subject to the   terms of this Amendment, the Borrower desires to obtain Replacement Term Loans in respect of all of the   Term B-5 Loans outstanding under the Restated Credit Agreement as in effect immediately prior to the   Amendment No. 8 Effective Date (as defined below), and to prepay in full the Term B-5 Loans and all   other Obligations in respect thereof on the Amendment No. 8 Effective Date (the “Term Loan   Refinancing”).   C. Each financial institution identified on the signature pages to the addendum   attached as Annex 1 hereto (the “Lender Addendum”) as a “Replacement Term B-6 Lender” has   agreed, on the terms and conditions set forth herein, to make Replacement Term Loans in the form of   Term B-6 Loans (the “Replacement Term B-6 Loans”) to the Borrower and to become a “Term B-6   Lender” for all purposes under the Credit Agreement (as defined below), in accordance with the terms   and subject to the conditions set forth herein.   NOW, THEREFORE, in consideration of the premises and for other good and valuable   consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto   hereby agree as follows:   SECTION 1. Definitions.  Capitalized terms used herein and not otherwise defined in   this Amendment have the same meanings as specified in the Credit Agreement.     SECTION 2. Replacement Term B-6 Loan Borrowing.   (a) Effective as of the Amendment No. 8 Effective Date, each Replacement Term B-   6 Lender hereby agrees, on the terms and conditions set forth herein and in the Credit Agreement, to make   Replacement Term B-6 Loans to the Borrower in the amount set forth in the Lender Addendum executed   and delivered by it.  Each Replacement Term B-6 Lender shall, effective as of the Amendment No. 8   Effective Date, become party to the Credit Agreement as a “Term B-6 Lender”, and shall have all the   rights and obligations of a “Term B-6 Lender” under the Credit Agreement and the other Loan   Documents.      





 







(b) Each Replacement Term B-6 Lender, by delivering its signature page to the   Lender Addendum and funding its Replacement Term B-6 Loans on the Amendment No. 8 Effective Date   shall be deemed to have acknowledged receipt of, and consented to and approved (effective as of the   Amendment No. 8 Effective Date), the Credit Agreement, each Loan Document and each other document   required to be delivered to, or be approved by and satisfactory to, the Administrative Agent or any Lender   on the Amendment No. 8 Effective Date.   (c) Each Replacement Term B-6 Lender hereby agrees that the Replacement Term   B-6 Loans made pursuant to this Amendment will initially bear interest with an Interest Period beginning   on the Amendment No. 8 Effective Date and ending on the last day of the three month Interest Period   established November 27, 2013 in effect for the Term B-5 Loans outstanding immediately prior to the   Amendment No. 8 Effective Date.   (d) The Administrative Agent and the Replacement Term B-6 Lenders party hereto   hereby waive (a) any notice of prepayment of the Term B-5 Loans and (b) any required notice of   borrowing of the Replacement Term B-6 Loans pursuant to Section 2.02 of the Credit Agreement.   SECTION 3. Amendment to Restated Credit Agreement.  Effective as of the   Amendment No. 8 Effective Date and subject to the terms and conditions set forth herein, (i) the Restated   Credit Agreement is hereby amended as set forth in this Section 3 (the Restated Credit Agreement, as so   amended by this Section 3, being referred to as the “Credit Agreement”) and (ii)(A) Exhibit C-8   attached to Annex 3 hereto constitutes a new Exhibit to the Credit Agreement and (B) Exhibit A and   Exhibit E attached to Annex 3 hereto hereby replace in their entirety the corresponding Exhibits attached   to the Restated Credit Agreement as in effect immediately prior to the Amendment No. 8 Restatement   Effective Date.  The rights and obligations of the parties to the Restated Credit Agreement with respect to   the period prior to the Amendment No. 8 Effective Date shall not be affected by such amendments.     (a) The following definitions are hereby added to Section 1.01 of the Restated Credit   Agreement in their proper alphabetical order:   ““Amendment No. 8” means Amendment No. 8 to Credit Agreement, dated as of   February 5, 2014, among the Borrower, the Administrative Agent and the Replacement   Term B-6 Lenders.   “Amendment No. 8 Effective Date” means February 5, 2014.   “Replacement Term B-6 Lender” means any Lender that has submitted an executed   lender addendum in connection with Amendment No. 8 as a “Replacement Term B-6   Lender”.   “Replacement Term B-6 Loan Amount” means the aggregate principal amount of   Replacement Term B-6 Loans committed to be provided by a Replacement Term B-6   Lender pursuant to Amendment No. 8.   “Replacement Term B-6 Loans” has the meaning specified in Amendment No. 8.   “Term B-6 Borrowing” means a borrowing consisting of Term B-6 Loans of the same   Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made   by each of the Term B-6 Lenders pursuant to Section 2.01(a)(iii)(E).     





 







“Term B-6 Commitment” means, as to each Replacement Term B-6 Lender, its   obligation to provide Term B-6 Loans pursuant to Amendment No. 8 in an aggregate   principal amount equal to such Replacement Term B-6 Lender’s Replacement Term B-6   Loan Amount.   “Term B-6 Lender” means, at any time, any Lender that has a Term B-6 Commitment or   a Term B-6 Loan at such time.   “Term B-6 Loan” means Replacement Term B-6 Loans made pursuant to Section   2.01(a)(iii)(E) and Amendment No. 8 on the Amendment No. 8 Effective Date.   “Term B-6 Note” means a promissory note of the Borrower payable to any Term B-6   Lender or its registered assigns, in substantially the form of Exhibit C-8 attached to   Annex 3 to Amendment No. 8, evidencing the aggregate Indebtedness of the Borrower to   such Term B-6 Lender resulting from the Term B-6 Loans made by such Term B-6   Lender.”   (b) The definition of “Applicable Rate” is hereby amended by amending and   restating clause (VI) thereof to read in its entirety as follows:   “(VI) for all periods beginning on and after the Amendment No. 8 Effective Date, with   respect to Term B-6 Loans, a percentage per annum equal to (i) for Eurocurrency Rate   Loans, 5.50% and (ii) for Base Rate Loans, 4.50%; provided, however, that if the   Effective Yield applicable to any Refinancing Term Loans, Extended Term Loans or   Replacement Term Loans made, in each case, after the Amendment No. 8 Effective Date   shall be greater than the applicable Effective Yield payable pursuant to the terms of this   Agreement as amended through the date of such calculation with respect to Term B-6   Loans plus 50 basis points per annum, the Applicable Rate with respect to the Term B-6   Loans shall be increased so as to cause the then applicable Effective Yield under this   Agreement on the Term B-6 Loans to equal the Effective Yield then applicable to such   Refinancing Term Loans, Extended Term Loans or Replacement Term Loans, as   applicable, minus 50 basis points; provided, further, however, that any increase in   Effective Yield of the Term B-6 Loans due to the application of a Eurocurrency Rate or   Base Rate floor on any Refinancing Term Loans, Extended Term Loans or Replacement   Term Loans, as applicable, shall be effected solely through an increase in (or   implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to   the Term B-6 Loans.”   (c) The definition of “Assignment and Assumption” is hereby amended by replacing   the reference to “Annex 4 to Amendment No. 5” contained therein with a reference to “Annex 3 to   Amendment No. 8”.   (d) The definition of “Class” is hereby amended by replacing the references to   “Term B-5 Lenders,” “Term B-5 Commitments,” and “Term B-5 Loans,” in each case, contained therein   with references to “Term B-6 Lenders,” “Term B-6 Commitments,” and “Term B-6 Loans,” respectively.   (e) The definition of “Committed Loan Notice” is hereby amended by replacing the   reference to “Annex 4 to Amendment No. 5” contained therein with a reference to “Annex 3 to   Amendment No. 8”.     





 







(f) The definition of “Facility” is hereby amended by replacing the reference to   “Term B-5 Loans” contained therein with a reference to “Term B-6 Loans”.   (g) The definition of “Maturity Date” is hereby amended by replacing the references   to “the Term B-5 Loans”, in each case, contained therein with references to “the Term B-6 Loans”.   (h) The definition of “Term B-5 Repricing Transaction” is hereby amended by (i)   changing the defined term to be “Term B-6 Repricing Transaction” and (ii) replacing the references to   “Term B-5 Loans”, in each case, contained therein with references to “Term  B-6 Loans”.   (i) The definition of “Term Commitment” is hereby amended by replacing the   reference to “Term B-5 Commitment” contained therein with a reference to “Term B-6 Commitment”.   (j) The definition of “Term Lender” is hereby amended by inserting “Term B-6   Lender,” immediately after “Term B-5 Lender,” therein.   (k) The definition of “Term Loan” is hereby amended by inserting “Term B-6   Loan,” immediately after “Term B-5 Loan,” therein.   (l) The definition of “Term Note” is hereby amended by replacing the reference to   “Term B-5 Note” contained therein with a reference to “Term B-6 Note”.   (m) Section 2.01(a)(iii) is hereby amended by inserting the following new clause (E)   in proper alphabetical order:   “(E) On the Amendment No. 8 Effective Date, in accordance with, and upon the terms   and conditions set forth in, Amendment No. 8, each Replacement Term B-6 Lender made   (including by cashless settlement option) to the Borrower a Replacement Term B-6 Loan   in the amount set forth on the signature page to the Lender Addendum (as defined in   Amendment No. 8) on the Amendment No. 8 Effective Date.”    (n) The last sentence of Section 2.01(a)(iv) is hereby amended and restated in its   entirety to read as follows:   “On and after the Amendment No. 8 Effective Date, all Term B-6 Loans shall rank pari   passu in right of payment and security with, and otherwise have the same terms, rights   and benefits as, the Term B-3 Loans and the Term B-4 Loans outstanding immediately   prior to the Amendment No. 8 Effective Date under the Loan Documents, except as   expressly provided herein.”   (o) Section 2.05(b)(vii) is hereby amended by replacing the reference to “Term B-5   Loans” contained therein with a reference to “Term B-6 Loans”.   (p) Section 2.06(b) is hereby amended by inserting the following new sentence   immediately after the last sentence thereof:   “The Term B-6 Commitment of each Replacement Term B-6 Lender shall be   automatically and permanently reduced to $0 upon the making to Borrower of its   Replacement Term B-6 Loan pursuant to Section 2.01(a)(iii)(E).”     





 







(q) Clause (i) of Section 2.07(a) is hereby amended and restated in its entirety to read   as follows:    “(i) The Borrower shall repay to the Administrative Agent for the ratable account of the   Term B-1 Lenders, Term B-3 Lenders, Term B-4 Lenders and Term B-6 Lenders (as   applicable), on the last Business Day of each March, June, September and December, (w)   commencing on the last Business Day of March 2008 until the last Business Day of   December 2010, an aggregate principal amount equal to 0.25% of the aggregate principal   amount of all Term B-1 Loans outstanding on the Closing Date (the “Quarterly   Amortization Amount”; provided that, solely with respect to clause (z) below, the   Quarterly Amortization Amount shall be calculated as an aggregate principal amount   equal to the sum of (A) 0.25% of the aggregate principal amount of all Term B-1 Loans   outstanding on the Closing Date plus (B) the Refinancing Term B-5 Loan Increase   Amount), (x) commencing on the last Business Day of March 2011 until the last Business   Day of September 2012, (1) to the Term B-1 Lenders, a percentage of the Quarterly   Amortization Amount equal to the percentage of all outstanding Term B-1 Loans on the   Restatement Effective Date not reclassified as Term B-3 Loans, and (2) to the Term B-3   Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of   all outstanding Term B-1 Loans reclassified as Term B-3 Loans on the Restatement   Effective Date, (y) on the last Business Day of December 2012, (1) to the Term B-1   Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of   all outstanding Term Loans on the Third Restatement Effective Date constituting Term   B-1 Loans not reclassified as Term B-3 Loans, Term B-4 Loans or Term B-5 Loans, (2)   to the Term B-3 Lenders, a percentage of the Quarterly Amortization Amount equal to   the percentage of all outstanding Term Loans on the Third Restatement Effective Date   constituting Term B-3 Loans, (3) to the Term B-4 Lenders, a percentage of the Quarterly   Amortization Amount equal to the percentage of all outstanding Term Loans on the Third   Restatement Effective Date constituting Term B-4 Loans not reclassified as Term B-5   Loans, and (4) to the Term B-5 Lenders, a percentage of the Quarterly Amortization   Amount equal to the percentage of all outstanding Term Loans on the Third Restatement   Effective Date constituting Term B-5 Loans and (z) commencing on the last Business   Day of March 2013, (1) to the Term B-3 Lenders, a percentage of the Quarterly   Amortization Amount equal to the percentage of all outstanding Term Loans on the   Amendment No. 7 Effective Date constituting Term B-3 Loans, (2) to the Term B-4   Lenders, a percentage of the Quarterly Amortization Amount equal to the percentage of   all outstanding Term Loans on the Amendment No. 7 Effective Date constituting Term   B-4 Loans, and (3) solely with respect to amounts paid after the Amendment No. 8   Effective Date, to the Term B-6 Lenders, a percentage of the Quarterly Amortization   Amount equal to the percentage of all outstanding Term Loans on the Amendment No. 7   Effective Date constituting Term B-5 Loans (which payments described in this Section   2.07(a) shall be reduced with respect to each Class of Term Loans as a result of the   application of prepayments, whether prior to or after the Amendment No. 8 Effective   Date, in accordance with the order of priority set forth in Section 2.05 or in connection   with any Extension as provided in Section 2.16).”   (r) The last two sentences of Section 2.08(a) are hereby amended and restated in   their entirety to read as follows:   “For purposes of clause (i) above, in the event that the actual Eurocurrency Rate for the   applicable Interest Period shall be (x) less than 1.25% per annum, the Eurocurrency Rate   applicable to the Term B-4 Loans that are Eurocurrency Rate Loans shall be deemed to     





 







be 1.25% per annum and (y) less than 1.00% per annum, the Eurocurrency Rate   applicable to the Term B-6 Loans that are Eurocurrency Rate Loans shall be deemed to   be 1.00% per annum (in each case, as may be increased pursuant to the second proviso of   clauses (V) and (VI), respectively, of the definition of Applicable Rate).  For purposes of   clause (ii) above, in the event that the actual Base Rate from the applicable borrowing   date shall be (x) less than 2.25% per annum, the Base Rate applicable to the Term B-4   Loans that are Base Rate Loans shall be deemed to be 2.25% per annum and (y) less than   2.00% per annum, the Base Rate applicable to the Term B-6 Loans that are Base Rate   Loans shall be deemed to be 2.00% per annum (in each case, as may be increased   pursuant to the second proviso of clauses (V) and (VI), respectively, of the definition of   Applicable Rate).”   (s) Clause (ii) of Section 2.09(c) is hereby amended and restated in its entirety to   read as follows:   “(ii) Notwithstanding anything herein to the contrary, all prepayments of principal of   Term B-6 Loans made pursuant to Section 2.05(a)(i), Section 2.05(b)(iii) or Section   2.05(b)(vii), or any amendment to the terms of the Term B-6 Loans, the primary purpose   of which is to effect a Term B-6 Repricing Transaction, in each case, after the   Amendment No. 8 Effective Date and on or prior to the sixth month anniversary of the   Amendment No. 8 Effective Date, will be subject to payment to the Administrative   Agent, for the ratable account of each Lender with outstanding Term B-6 Loans, of a fee   in an amount equal to 1.0% of the aggregate principal amount of the Term B-6 Loans so   prepaid or amended.  Such prepayment fees in respect of Term B-6 Loans shall be due   and payable upon the date of any such prepayment of Term B-6 Loans pursuant to   Section 2.05(a)(i), Section 2.05(b)(iii) or Section 2.05(b)(vii), or any amendment to the   terms of the Term B-6 Loans, effecting a Term B-6 Repricing Transaction.”   (t) Section 9.15 is hereby amended by adding the following paragraph immediately   after the second paragraph in Section 9.15(a) thereof:   “Each Replacement Term B-6 Lender, by its execution and delivery of   Amendment No. 8 and its making of Replacement Term B-6 Loans on the Amendment   No. 8 Effective Date, hereby (a) confirms its agreement to the provisions of the first   paragraph of this Section 9.15(a) and (b) pursuant to Section 5.2(c) of the ABL   Intercreditor Agreement, agrees to be bound by the terms of the ABL Intercreditor   Agreement as a “Cash Flow Secured Party” (as defined in the ABL Intercreditor   Agreement).”   (u) Section 9.15 is hereby amended by adding the following paragraph immediately   after the second paragraph in Section 9.15(b) thereof:   “Each Replacement Term B-6 Lender, by its execution and delivery of   Amendment No. 8 and its making of Replacement Term B-6 Loans on the Amendment   No. 8 Effective Date, hereby (a) confirms its agreement to the provisions of the first   paragraph of this Section 9.15(b) and (b) pursuant to Section 2.08 of the First Lien   Intercreditor Agreement, agrees to be bound by the terms of the First Lien Intercreditor   Agreement as a “General Credit Facilities Secured Party” (as defined in the First Lien   Intercreditor Agreement).”     





 







SECTION 4. Conditions of Effectiveness.  This Amendment shall become effective as   of the first date (such date being referred to as the “Amendment No. 8 Effective Date”) when each of the   following conditions shall have been satisfied:   (a) Execution of Documents.  The Administrative Agent shall have received (i) this   Amendment, duly executed and delivered by (A) the Borrower, (B) the Administrative Agent and (C)   each Replacement Term B-6 Lender, and (ii) a Guarantor Consent and Reaffirmation, in the form of   Annex 2 hereto, duly executed and delivered by each Guarantor.   (b) Legal Opinion.  The Administrative Agent shall have received a satisfactory legal   opinion of counsel to the Borrower addressed to it and the Replacement Term B-6 Lenders.   (c) Certificate of Responsible Officer.  The Administrative Agent shall have received   (i) a certificate of a Responsible Officer of the Borrower, certifying the conditions precedent set forth in   Sections 4.02(a) and (b) of the Restated Credit Agreement shall have been satisfied on and as of the   Amendment No. 8 Effective Date and (ii) a certificate attesting to the Solvency of the Borrower and its   Subsidiaries (taken as a whole) on the Amendment No. 8 Effective Date before and after giving effect to   this Amendment No. 8, from the Chief Financial Officer or Treasurer of the Borrower.   (d) Fees.  Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Citigroup   Global Markets Inc. and Deutsche Bank Securities Inc. shall have received on the Amendment No. 8   Effective Date all fees separately agreed to with the Borrower.   (e) Confirmation of No Change in Legal Name, etc.  The Administrative Agent shall   have received written confirmation from the Borrower (which may be in the form of an e-mail) that since   the delivery to the Administrative Agent of the update to the perfection certificate, dated as of December   23, 2013, pursuant to Section 6.02(d)(i) of the Restated Credit Agreement, no Loan Party has, except to   the extent the Administrative Agent has been notified in accordance with the Security Agreement, (i)   changed its legal name, jurisdiction of organization or chief executive office or (ii) acquired or formed   any new Subsidiary.  For the avoidance of doubt, no lien searches shall be required.   SECTION 5. Representations and Warranties.  The Borrower represents and warrants   as follows as of the date hereof:   (a) The execution, delivery and performance by the Borrower of this Amendment   have been duly authorized by all necessary corporate or other organizational action.  The execution,   delivery and performance by the Borrower of this Amendment will not (a) contravene the terms of any of   the Borrower’s Organization Documents, (b) result in any breach or contravention of, or the creation of   any Lien upon any of the property or assets of the Borrower or any of the Restricted Subsidiaries (other   than as permitted by Section 7.01 of the Credit Agreement) under (i) any Contractual Obligation to which   the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Restricted   Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral   award to which the Borrower or its property is subject, or (c) violate any applicable material Law; except   with respect to any breach, contravention or violation (but not creation of Liens) referred to in clauses (b)   and (c), to the extent that such breach, contravention or violation would not reasonably be expected to   have a Material Adverse Effect.   (b) This Amendment has been duly executed and delivered by the Borrower.  Each   of this Amendment, the Credit Agreement and each other Loan Document to which the Borrower is a   party, after giving effect to the amendments pursuant to this Amendment, constitutes a legal, valid and   binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except     





 







as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and   principles of good faith and fair dealing.    (c) Upon the effectiveness of this Amendment, no Default or Event of Default shall   exist.     (d) Upon the effectiveness of this Amendment and after giving effect to the   transactions contemplated by this Amendment, the Borrower and its Subsidiaries, on a consolidated basis,   are Solvent.   (e) Each of the representations and warranties of the Borrower and each other Loan   Party contained in Article V of the Credit Agreement or any other Loan Document, is true and correct in   all material respects on and as of the date hereof; provided that, to the extent that such representations and   warranties specifically refer to an earlier date, they are true and correct in all material respects as of such   earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,”   “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification   therein) in all respects on such respective dates.   SECTION 6. Reference to and Effect on the Credit Agreement and the Loan   Documents.   (a) Except as expressly set forth herein, this Amendment (i) shall not by implication   or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the   Lenders, the Administrative Agent or the Borrower under the Restated Credit Agreement or any other   Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions,   obligations, covenants or agreements contained in the Restated Credit Agreement or any other Loan   Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.    Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral   described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under   the Loan Documents, in each case, as amended by this Amendment.   (b) On and after the effectiveness of this Amendment, this Amendment shall for all   purposes constitute a Loan Document.    SECTION 7. Consent to Enter into Agreements.  The Replacement Term B-6 Lenders   hereby authorize the Administrative Agent to take such actions, including making filings and entering   into agreements and any amendments or supplements to any Collateral Document, as may be necessary or   desirable to reflect the intent of this Amendment.   SECTION 8. Costs and Expenses.  The Borrower agrees to pay or reimburse the   Administrative Agent pursuant to Section 10.04 of the Restated Credit Agreement.    SECTION 9. Notes.  The Borrower agrees that each Replacement Term B-6 Lender   executing this Amendment may request through the Administrative Agent, and shall receive, one or more   Term B-6 Notes payable to such Replacement Term B-6 Lender duly executed by the Borrower in   substantially the form of Exhibit C-8 attached to Annex 3 hereto evidencing such Replacement Term B-6   Lender’s Replacement Term B-6 Loans.   SECTION 10. Execution in Counterparts.  This Amendment may be executed in one or   more counterparts, each of which shall be deemed an original, but all of which together shall constitute   one and the same instrument.  Delivery by facsimile or electronic transmission of an executed counterpart     





 







of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of   this Amendment.   SECTION 11. Notices.  All communications and notices hereunder shall be given as   provided in the Credit Agreement.   SECTION 12. Severability. If any provision of this Amendment is held to be illegal,   invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this   Amendment and the other Loan Documents shall not be affected or impaired thereby.  The invalidity of a   provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any   other jurisdiction.   SECTION 13. Successors.  The terms of this Amendment shall be binding upon, and   shall inure for the benefit of, the parties hereto and their respective successors and assigns.   SECTION 14. Governing Law.  This Amendment shall be governed by, and construed   in accordance with, the law of the State of New York.   [The remainder of this page is intentionally left blank]     





 







   [Amendment No. 8 to Credit Agreement]      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/ Matthew Booher   Name:  Matthew Booher   Title:       Vice President – Finance and Corporate   Treasurer     





 







   [Amendment No. 8 to Credit Agreement]              CITIBANK, N.A.,   as Administrative Agent      By: /s/ Matthew Burke      Name:    Matthew Burke      Title:      Vice President     





 







      Annex 1 to   Amendment No. 8 to Credit Agreement    Lender Addendum   By executing a signature page hereto as a Replacement Term B-6 Lender, the undersigned institution   irrevocably agrees (A) on the terms and subject to the conditions set forth in the Credit Agreement, (i) to   provide a Replacement Term Loan in the form of a Term B-6 Loan in the amount reflected on such   signature page or (ii) solely to the extent that the box with respect to the “Cashless Settlement Option” is   checked on such signature page, to continue 100% of the outstanding principal amount of the Term B-5   Loans held by such Replacement Term B-6 Lender immediately prior to the Amendment No. 8 Effective   Date as Term B-6 Loans in a like principal amount upon the Amendment No. 8 Effective Date without   any cash exchange, and (B) to the terms of this Amendment and the Credit Agreement.    [Signature pages follow]    





 







         Name of Replacement Term B-6 Lender:__________________________________________________            Executing as a Replacement Term B-6 Lender:        by             ___________________________________                 Name:                 Title:         For any Institution requiring a second signature   line:        by             ___________________________________                 Name:                 Title:         Existing Term B-5 Loan Amount       $__________________________         Cashless Settlement Option    By checking the foregoing box, the   undersigned Replacement Term B-6 Lender hereby   irrevocably and unconditionally agrees to continue   100% of the outstanding principal amount of the   Term B-5 Loans held by such Replacement Term   B-6 Lender immediately prior to the Amendment   No. 8 Effective Date as Term B-6 Loans in a like   principal amount upon the Amendment No. 8   Effective Date without any cash exchange.      Exit and Recommit    By checking the foregoing box, the   undersigned Replacement Term B-6 Lender hereby   irrevocably and unconditionally agrees to have   100% of the outstanding principal amount of the    Term B-5 Loans held by such Replacement Term   B-6 Lender immediately prior to the Amendment   No. 8 Effective Date fully repaid on the   Amendment No. 8 Effective Date and participate in   a like principal amount (or such lesser amount   indicated below) of the Replacement Term B-6   Loans by assignment after the Amendment No. 8   Effective Date.      For Lenders seeking to Exit but  Recommit for less   than all of your existing Term B-5 Loan, please   indicate your partial Replacement TermB-6   commitment amount below:      Partial Recommit amount: $__________________               





 







       Annex 2 to    Amendment No. 8 to Credit Agreement   GUARANTOR CONSENT AND REAFFIRMATION   [____], 2014   Reference is made to (i) Amendment No. 8 to Credit Agreement, dated as of the date   hereof, attached as Exhibit A hereto (the “Amendment”), among Avaya Inc. (the “Borrower”), Citibank,   N.A., as Administrative Agent, and each Replacement Term B-6 Lender and (ii) the Credit Agreement,   dated as of October 26, 2007, as amended as of December 18, 2009 by Amendment No. 1, as amended   and restated as of February 11, 2011 pursuant to the Amendment Agreement, as amended as of August 8,   2011 by Amendment No. 3, as amended and restated as of October 29, 2012 pursuant to Amendment No.   4, as amended and restated as of December 21, 2012 pursuant to Amendment No. 5, as amended as of   February 13, 2013 pursuant to Amendment No. 6, and as amended as of March 12, 2013 pursuant to   Amendment No. 7 (as amended, amended and restated, supplemented or otherwise modified prior to the   date hereof, the “Restated Credit Agreement”), among the Borrower, Avaya Holdings Corp. (formerly   known as Sierra Holdings Corp.), Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C   Issuer, and each Lender from time to time party thereto.  Capitalized terms used but not otherwise defined   in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed   thereto in the Amendment.    Each Guarantor hereby consents to the execution, delivery and performance of the   Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and   after the Amendment No. 8 Effective Date be deemed to be a reference to the Credit Agreement in effect   in accordance with the terms of the Amendment.   Each Guarantor hereby acknowledges and agrees that, after giving effect to the   Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a   party, as such obligations and liabilities have been amended by the Amendment, are reaffirmed, and   remain in full force and effect.   After giving effect to the Amendment, each Guarantor reaffirms each Lien granted by it   to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to   which it is a party, which Liens shall continue in full force and effect during the term of the Credit   Agreement, and shall continue to secure the Obligations (after giving effect to the Amendment), in each   case, on and subject to the terms and conditions set forth in the Credit Agreement and the other Loan   Documents.   Nothing in this Consent shall create or otherwise give rise to any right to consent on the   part of the Guarantors to the extent not required by the express terms of the Loan Documents.   This Consent is a Loan Document and shall be governed by, and construed in accordance   with, the law of the state of New York.   [The remainder of this page is intentionally left blank]    





 







   [Guarantor Consent and Reaffirmation – Amendment No. 8 to Credit Agreement]      IN WITNESS WHEREOF, the parties hereto have duly executed this Consent as of the   date first set forth above.   AVAYA HOLDINGS CORP.   AC TECHNOLOGIES, INC.   AVAYA CALA INC.   AVAYA EMEA LTD.   AVAYA FEDERAL SOLUTIONS, INC.   AVAYA GOVERNMENT SOLUTIONS INC.   AVAYA INTEGRATED CABINET SOLUTIONS INC.   AVAYA MANAGEMENT SERVICES INC.   AVAYA WORLD SERVICES INC.   INTEGRATED INFORMATION TECHNOLOGY CORPORATION   SIERRA ASIA PACIFIC INC.   TECHNOLOGY CORPORATION OF AMERICA, INC.   UBIQUITY SOFTWARE CORPORATION   VPNET TECHNOLOGIES, INC.   AVAYA HOLDINGS LLC   AVAYA HOLDINGS TWO, LLC   OCTEL COMMUNICATIONS LLC   RADVISION, INC.   AVAYALIVE INC.         By: _____________________________   Name:    Title:        





 







      Exhibit A to    Guarantor Consent and Reaffirmation   Amendment No. 8 to Credit Agreement   [See attached]     





 







      Annex 3 to    Amendment No. 8 to Credit Agreement   Updated Exhibits to Credit Agreement   [See attached]    





 







      EXHIBIT A   FORM OF      COMMITTED LOAN NOTICE      To: Citibank, N.A., as Administrative Agent   Citigroup Global Loans   2 Penns Way, Suite 100   New Castle, DE  19720      Attention:  [                                                                    ]   [Date]   Ladies and Gentlemen:   Reference is made to the Credit Agreement dated as of October 26, 2007 (as amended,   restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit   Agreement”), among Avaya Inc. (the “Borrower”), Avaya Holdings Corp. (f/k/a Sierra Holdings Corp.),   Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line   Lender and L/C Issuer, and each lender from time to time party thereto.  Capitalized terms used herein   and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.   The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement   that it hereby requests (select one):    A Borrowing of new Loans    A conversion of Loans    A continuation of Loans   to be made on the terms set forth below:    (A) Class of Borrowing1  _______________________    (B) Date of Borrowing, conversion or   continuation (which is a Business Day)      (C) Principal amount2  _______________________    (D) Type of Loan3  _______________________                                                       1  Term B-3, Term B-4, Term B-6, Dollar Revolving Credit, Alternative Currency Revolving Credit or Swing   Line.    2  Eurocurrency Rate Loans shall be in minimum of $1,000,000 (and any amount in excess of $1,000,000   shall be an integral multiple of $500,000).  Base Rate Loans shall be in minimum of $500,000 (and any amount in   excess of $500,000 shall be an integral multiple of $100,000).     





 







-2-   (E) Interest Period4  _______________________    (F) Currency of Loan  _______________________       [The Borrower hereby represents and warrants that the conditions to lending specified in   Section[s] 4.02(a) [and (b)]5 of the Credit Agreement will be satisfied as of the date of Borrowing set   forth above.]6   [The above request has been made to the Administrative Agent by telephone at (212)   [              ]].                                                                                                                                                                  3  Specify Eurocurrency or Base Rate.  Alternative Currency Revolving Loans and Euro Term Loans must be   Eurocurrency.   4  Applicable for Eurocurrency Borrowings/Loans only.    5 Inapplicable for the initial Credit Extensions on the Closing Date.   6 Applicable for Borrowings of new Loans only.     





 







      AVAYA INC.   By:     Name:    Title:              





 







      EXHIBIT C-7   LENDER:  [●]   PRINCIPAL AMOUNT:  $[●]   FORM OF      TERM B-6 NOTE   New York, New York   [Date]   FOR VALUE RECEIVED, the undersigned, AVAYA INC., a Delaware corporation (the   “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered   assigns, in lawful money of the United States of America in immediately available funds at the   Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein,   having the meaning assigned to it in the Credit Agreement dated as of October 26, 2007 (as amended,   restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit   Agreement”), among the Borrower, Avaya Holdings Corp. (f/k/a Sierra Holdings Corp.), Citibank, N.A.,   as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C   Issuer, and each lender from time to time party thereto) (i) on the dates set forth in the Credit Agreement,   the principal amounts set forth in the Credit Agreement with respect to Term B-6 Loans made by the   Lender to the Borrower pursuant to Section 2.01(a)(iii)(E) of the Credit Agreement and (ii) on each   Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the   unpaid principal amount of all Term B-6 Loans made by the Lender to the Borrower pursuant to the   Credit Agreement.   The Borrower promises to pay interest, on demand, on any overdue principal and, to the   extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit   Agreement.   The Borrower hereby waives diligence, presentment, demand, protest and notice of any   kind whatsoever.  The nonexercise by the holder hereof of any of its rights hereunder in any particular   instance shall not constitute a waiver thereof in that or any subsequent instance.   All borrowings evidenced by this note and all payments and prepayments of the principal   hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the   schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached   hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided,   however, that the failure of the holder hereof to make such a notation or any error in such notation shall   not affect the obligations of the Borrower under this note.   This note is one of the Term B-6 Notes referred to in the Credit Agreement that, among   other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain   events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for   the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions   therein specified.  This note is secured and guaranteed as provided in the Credit Agreement and the   Collateral Documents.  Reference is hereby made to the Credit Agreement and the Collateral Documents   for a description of the properties and assets in which a security interest has been granted, the nature and   extent of the security and guarantees, the terms and conditions upon which the security interest and each   guarantee was granted and the rights of the holder of this note in respect thereof.       





 







 -2-   THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH   THE TERMS OF THE CREDIT AGREEMENT.  TRANSFERS OF THIS NOTE MUST BE   RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT   PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.   THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN   ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.   [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]         





 







 -3-   AVAYA INC.   By:     Name:    Title:         





 







 -4-   LOANS AND PAYMENTS         Date         Amount of Loan         Maturity Date      Payments of   Principal/Interest      Principal   Balance of Note   Name of   Person   Making   the Notation                                                                                                                                            





 







      EXHIBIT E      FORM OF      ASSIGNMENT AND ASSUMPTION   This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the   Effective Date set forth below and is entered into by and between [the] [each]1 Assignor (as defined   below) and [the] [each]2 Assignee (as defined below) pursuant to Section 10.07 of the Credit Agreement   dated as of October 26, 2007 (as amended, restated, amended and restated, supplemented or otherwise   modified from time to time, the “Credit Agreement”), among Avaya Inc., a Delaware corporation (the   “Borrower”), Avaya Holdings Corp. (f/k/a Sierra Holdings Corp.), Citibank, N.A., as administrative agent   (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from   time to time party thereto, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee.    [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder   are several and not joint.]4  Capitalized terms used in this Assignment and Assumption and not otherwise   defined herein have the meanings specified in the Credit Agreement.  The Standard Terms and Conditions   set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a   part of this Assignment and Assumption as if set forth herein in full.   For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to   [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and   assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard   Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative   Agent as contemplated below, (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations   in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement, any   other Loan Documents and any other documents or instruments delivered pursuant to any of the foregoing   to the extent related to the amount and percentage interest identified below of all of such outstanding   rights and obligations of [the Assignor] [the respective Assignors] under the facility identified below   (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to   the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other   right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective   capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection   with the Credit Agreement, any other Loan Document or any other documents or instruments delivered   pursuant to any of the foregoing or the transactions governed thereby or in any way based on or related to   any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,   statutory claims and all other claims at law or in equity related to the rights and obligations sold and   assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clause (i) above (the rights and                                                      1  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is   from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose   the second bracketed language.   2  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a   single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second   bracketed language.   3  Select as appropriate.   4  Include bracketed language if there are either multiple Assignors or multiple Assignees.     





 







 -2-      obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as   [[the] [an] “Assigned Interest”).  Such sale and assignment is without recourse to [the] [any] Assignor   and, except as expressly provided in this Assignment and Assumption, without representation or warranty   by [the] [any] Assignor.   1. Assignor[s] (the “Assignor[s]”): ____________________   2. Assignee[s] (the “Assignee[s]”):  ____________________   Assignee is an Affiliate of: [Name of Lender]   Assignee is an Approved Fund of: [Name of Lender]   3. Borrower: Avaya Inc.   4. Administrative Agent: Citibank, N.A.   5. Assigned Interest:   Facility   Aggregate Amount of   Commitment/Loans of   all Lenders   Amount of   Commitment/Loans   Assigned   Percentage Assigned   of Commitment/   Loans5   Dollar Revolving Credit   Facility   $ $ %   Alternative Currency   Revolving Credit Facility   $ $ %   Term B-3 Loans $ $ %   Term B-4 Loans $ $ %   Term B-6 Loans $ $ %      Effective Date:                                                      5  Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.      





 







 -3-      The terms set forth in this Assignment and Assumption are hereby agreed to:   [NAME OF ASSIGNOR], as Assignor,   By:     Name:    Title:       [NAME OF ASSIGNEE], as Assignee,   By:     Name:    Title:      





 







 -4-      [Consented to and]6 Accepted:   CITIBANK, N.A.,   as Administrative Agent,   By: _________________________    Name:    Title:   [Consented to]7: [   ],   as a Principal L/C Issuer,   By: _________________________    Name:    Title:   [Consented to]8:   CITIBANK, N.A.,   as Swing Line Lender,   By: _________________________    Name:    Title:                                                      6  No consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term   Loan to another Lender, an Affiliate of a Lender or an Approved Fund.    7  No consent of the Principal L/C Issuers shall be required for any assignment of a Term Loan or any   assignment to an Agent or an Affiliate of an Agent.   8  Only required for any assignment of any of the Dollar Revolving Credit Facility.     





 







 -5-      AVAYA INC.9   By: _________________________    Name:    Title:                                                            9  No consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an   Approved Fund or, if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower,   Section 8.01(f) of the Credit Agreement has occurred and is continuing, any Assignee.     





 







      CREDIT AGREEMENT1      STANDARD TERMS AND CONDITIONS FOR   ASSIGNMENT AND ASSUMPTION   1.  Representations and Warranties.   1.1  Assignor.  [The] [Each] Assignor (a) represents and warrants that (i) it is the legal and   beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned Interest is free and   clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has   taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the   transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,   warranties or representations made in or in connection with the Credit Agreement or any other Loan   Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the   Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings, the Borrower, or   any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or   (iv) the performance or observance by Holdings, the Borrower, or any of their Subsidiaries or Affiliates or   any other Person of any of their respective obligations under any Loan Document.   1.2.  Assignee.  [The] [Each] Assignee (a) represents and warrants that (i) it has full power and   authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and   to consummate the transactions contemplated hereby and to become a Lender under the Credit   Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b) of the Credit   Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(i) of the Credit   Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit   Agreement and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a   Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type   represented by [the] [such] Assigned Interest and either it, or the Person exercising discretion in making   its decision to acquire [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it   has received a copy of the Credit Agreement, and has received copies of the most recent financial   statements delivered pursuant to Section 4.01(g) or 6.01 of the Credit Agreement, as applicable, and such   other documents and information as it deems appropriate to make its own credit analysis and decision to   enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has,   independently and without reliance on any Agent or any other Lender and based on such documents and   information as it has deemed appropriate, made its own credit analysis and decision to enter into this   Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vii) if it is not already a   Lender under the Credit Agreement, attached to the Assignment and Assumption is an Administrative   Questionnaire, (viii) the Administrative Agent has received a processing and recordation fee of $3,500 as   of the Effective Date and (ix) if it is a Foreign Lender, attached to the Assignment and Assumption is any   documentation required to be delivered by it pursuant to Section 3.01 of the Credit Agreement, duly   completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance                                                      1  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such   terms in the Credit Agreement dated as of October 26, 2007, as amended as of December 18, 2009 by Amendment   No. 1 thereto, as amended and restated as of February 11, 2011 pursuant to Amendment No. 2 thereto, as amended   as of August 8, 2011 by Amendment No. 3 thereto, as amended and restated as of October 29, 2012 pursuant to   Amendment No. 4 thereto and as amended and restated as of December 21, 2012 pursuant to Amendment No. 5   thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the   “Credit Agreement”), among Avaya Inc. (the “Borrower”), Avaya Holdings Corp. (f/k/a Sierra Holdings Corp.),   Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C   Issuer, and each lender from time to time party thereto.      





 







 -2-      upon any Agent, [the] [any] Assignor or any other Lender, and based on such documents and information   as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking   action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the   obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.   2.  Payments.  From and after the Effective Date, the Administrative Agent shall make all   payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and   other amounts) to [the] [each] Assignor for amounts which have accrued to but excluding the Effective   Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date.   3.  General Provisions.  This Assignment and Assumption shall be binding upon and inure to the   benefit of the parties hereto and their respective successors and assigns.  This Assignment and   Assumption may be executed in any number of counterparts, which together shall constitute one   instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption   by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and   Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with,   the law of the State of New York.