Exhibit 10.1


AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT


Dated
as of May 26, 2006      


AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Avaya Inc., a Delaware corporation (the
“Company”), Avaya International Sales Limited, a company incorporated in
Ireland under registration number 342279 having its registered office at Corke
Abbey, Bray Co. Wicklow (“AISL”, and together with the Company, the “Borrowers”),
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 Borrowers, the Lenders and the
Agent have entered into a Credit Agreement dated as of February 23, 2005,
amended by amendment No. 1 dated as of May 25, 2005 (the “Credit
Agreement”). Capitalized terms not otherwise defined in this Amendment have
the same meanings as specified in the Credit Agreement.


 


(2)           The Borrowers and the 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)           The definitions of Applicable Margin
and Applicable Percentage in Section 1.01 are amended in full to read as
follows:


 


“Applicable
Margin” 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

  S&P/Moody’s

  	
   

  	
   

  	
   

  	
  Applicable Margin for

  Base Rate Advances

  	
   

  	
  Applicable Margin for

  Eurocurrency Rate Advances

  
	
  Level 1

  	
   

  	
   

  	
   

  	
   

  
	
  BBB or Baa2 or above

  	
   

  	
  0.000%

  	
   

  	
  0.625%

  
	
  Level 2

  	
   

  	
   

  	
   

  	
   

  
	
  BBB- or Baa3

  	
   

  	
  0.000%

  	
   

  	
  0.700%

  
	
  Level 3

  	
   

  	
   

  	
   

  	
   

  
	
  BB+ or Ba1

  	
   

  	
  0.000%

  	
   

  	
  1.000%

  
	
  Level 4

  	
   

  	
   

  	
   

  	
   

  
	
  BB or Ba2

  	
   

  	
  0.000%

  	
   

  	
  1.150%

  
	
  Level 5

  	
   

  	
   

  	
   

  	
   

  
	
  BB- or Ba3

  	
   

  	
  0.100%

  	
   

  	
  1.300%

  
	
  Level 6

  	
   

  	
   

  	
   

  	
   

  
	
  Lower than Level 5

  	
   

  	
  0.500%

  	
   

  	
  1.750%

  



 


“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

  S&P/Moody’s

  	
   

  	
   

  	
   

  	
   

  	
  Applicable

  Percentage

  
	
  Level 1

  	
   

  	
   

  
	
  BBB or Baa2 or above

  	
   

  	
  0.125%

  
	
  Level 2

  	
   

  	
   

  
	
  BBB- or Baa3

  	
   

  	
  0.175%

  
	
  Level 3

  	
   

  	
   

  
	
  BB+ or Ba1

  	
   

  	
  0.250%

  
	
  Level 4

  	
   

  	
   

  
	
  BB or Ba2

  	
   

  	
  0.350%

  
	
  Level 5

  	
   

  	
   

  
	
  BB- or Ba3

  	
   

  	
  0.450%

  
	
  Level 6

  	
   

  	
   

  
	
  Lower than Level 5

  	
   

  	
  0.500%

  



 


(b)           The proviso to the first sentence of
the definition of “Public Debt Rating” in Section 1.01 is amended in full
to read as follows:


 


provided, that if the Company does not have
outstanding any class of non-credit enhanced long-term senior unsecured debt, “Public
Debt Rating” shall mean, in the case of S&P, the corporate or issuer credit
rating and, in the case of Moody’s, the corporate family rating, of the Company
most recently announced by such rating agency.


 


(c)           The definition of “Termination Date”
in Section 1.01 is amended in full to read as follows:


 



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“Termination
Date” means the earlier of May 24, 2011 and the date of termination in
whole of the Commitments pursuant to Section 2.05 or 6.01.


 


(d)           Section 4.01(e) is amended
by deleting the date “September 30, 2004” and the date “December 31,
2004” and substituting therefor the dates “September 30, 2005” and “December 31,
2005”, respectively.


 


(e)           Section 4.01(k) is deleted
in full.


SECTION
2.           Conditions of
Effectiveness. This Amendment shall become effective as of the date first
above written (the “Amendment Effective Date”) when, and only when (a) the
Agent shall have received counterparts of this Amendment executed by each Borrower
and all of the Lenders or, as to any of the Lenders, advice satisfactory to the
Agent that such Lender has executed this Amendment and 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)           A certificate signed by a duly
authorized officer of the Company, dated the Amendment Effective Date, stating
that:


 


(i)            The representations and warranties
contained in Section 4.01 of the Credit Agreement, as amended hereby, are
correct on and as of the Amendment Effective Date; and


 


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


 


(b)           Certified copies of the resolutions
of the Board of Directors of each Borrower approving this Amendment, and of all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Amendment.


 


(c)           A certificate of the Secretary or an
Assistant Secretary of each Borrower certifying the names and true signatures
of the officers of such Borrower authorized to sign this Amendment and the
other documents to be delivered hereunder.


 


(d)           A favorable opinion of Corporate
Counsel for the Company, substantially in the form of Exhibit D to the
Credit Agreement, respectively, and as to such other matters as any Lender through
the Agent may reasonably request.


 


SECTION
3.           Representations and
Warranties of the Company. The Company represents and warrants as follows:


 


(a)           The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. AISL is a corporation duly organized, validly existing and in good
standing under the laws of Ireland.


 


 



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(b)           The execution, delivery and
performance by each Borrower of this Amendment and the Credit Agreement, as
amended hereby, and the consummation of the transactions contemplated hereby,
are within such Borrower’s corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) such Borrower’s
charter or by-laws or other constitutional documents or (ii) any
material law or any material contractual restriction binding on or
affecting any Borrower.


 


(c)           No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or any other third party is required for the due execution,
delivery and performance by any Borrower of this Amendment and the Credit
Agreement, as amended hereby.


 


(d)           This Amendment has been duly executed
and delivered by each Borrower. This Amendment and the Credit Agreement, as
amended hereby, are the legal, valid and binding obligation of the Borrower
party thereto enforceable against such Borrower in accordance with their
respective terms.


 


(e)           There is no pending or, to the
Company’s knowledge, threatened action, suit, investigation, litigation or
proceeding, including, without limitation, any Environmental Action, affecting
the Company or any of its Subsidiaries before any court, governmental agency or
arbitrator that (i) could be reasonably likely to have a Material Adverse
Effect or (ii) purports to affect the legality, validity or enforceability
of this Amendment and the Credit Agreement, as amended hereby, or the
consummation of the transactions contemplated hereby.


 


(f)            Each Borrower is, individually and
together with its Subsidiaries, Solvent.


 


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
Company 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 


 


 


 



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expenses
of counsel for the Agent) in accordance with the terms of Section 9.04 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.


 


 


 



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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/ PETER HONG

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  AVAYA INTERNATIONAL SALES

  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ PETER HONG

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CITICORP USA, INC., as Agent and as

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ CAROLYN
  KEE

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [LENDER
  SIGNATURES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OMITTED]

  






 



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