Exhibit 2.2

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Purchase Agreement") is made as of October 26, 2003, by and between
Avaya Inc., a Delaware corporation ("Seller" or "Avaya"), CommScope, Inc., a Delaware
corporation ("Parent"), and SS Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent
("Buyer" or "SS Holdings").

R E C I T A L S

A. WHEREAS, Seller and the Seller Subsidiaries (as hereinafter defined) are, among other things, engaged, through Seller's Connectivity Solutions group, in the
worldwide design, development, manufacture, marketing and sales of (i) physical layer end-to-end structured cabling solutions, systems and related hardware, including
components thereof, supporting telecommunications applications, including network applications, local, wide and storage area networks, private and public switched telephone networks and central
offices of telecommunications service providers (the "Structured Cabling Solutions"); (ii) software used in the development, design, creation,
testing, installation, operation and maintenance of Structured Cabling Solutions; and (iii) integrated cabinet solutions which provide enclosures for telecommunications and other electronic
equipment (collectively, the "Business");

B.
WHEREAS, the Business is composed of certain assets and liabilities that are currently owned by Seller and the Seller Subsidiaries or with respect to which Seller and the Seller
Subsidiaries are currently obligated, as the case may be;

C.
WHEREAS, Seller and the Seller Subsidiaries desire to sell, transfer and assign to Buyer, and Buyer desires to purchase from Seller and the Seller Subsidiaries, the Purchased Assets
(as hereinafter defined), and Buyer is willing to assume, the Assumed Liabilities (as hereinafter defined), in each case as more fully described and upon the terms and subject to the conditions set
forth herein; and

D.
WHEREAS, Seller and/or one or more of the Seller Subsidiaries and Buyer desire to enter into each Assignment and Bill of Sale, each Assumption Agreement, the Intellectual Property
Agreements, the Transition Services Agreement, each Lease Assignment, each Real Estate Deed, the Registration Rights Agreement, the Convertible Note, the Environmental Remediation License Agreement,
the Standstill Agreement, SMP Letter Agreement and the Full Financing Side Letter (each as hereinafter defined and collectively, the "Collateral
Agreements").

NOW,
THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I        DEFINITIONS

1.1Defined Terms.For the purposes of this Purchase Agreement, the following terms shall have the following
meanings:

"Affiliate" of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used herein,
the term "control" (including the terms "controlling", "controlled
by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.

"Agreement" means any written or oral contract, commitment, lease, sublease, license, sublicense or other agreement.

"Assignment and Bill of Sale" means each assignment and bill of sale in customary form, including as to a particular jurisdiction, as
reasonably agreed by Buyer and Seller prior to Closing.

---

"Assumed Leases" means the Leases with respect to the Leased Premises, other than a Lease to which Avaya Tianjin is a party.

"Assumption Agreement" means each assumption agreement in customary form, including as to a particular jurisdiction, as reasonably agreed
by Buyer and Seller prior to Closing.

"Avaya Tianjin" means Avaya Tianjin Cable Company, Ltd.

"Avaya Tianjin Joint Venture Agreement" means the Joint Venture Contract dated as of August 1, 1993, between Tianjin Electric Wire
and Cable Company and AT&T International, Inc., as amended.

"Belden Contract" means that certain Sales Incentive Agreement dated September 26, 1997, by and between Lucent
Technologies, Inc. (predecessor to Avaya) and Cables Systems International, Inc. (predecessor to Belden Inc.), as amended.

"Business Day" means a day that is not a Saturday, a Sunday or a statutory or civic holiday in the State of New York.

"Business Employees" means the employees, consultants, independent contractors and agents (who in all cases are individuals) of Seller or
the Seller Subsidiaries who are primarily employed in, or otherwise primarily providing services to, the Business. "Business Employees" shall also include any employee of Avaya Tianjin.

"Business Records" means all books, records, ledgers, documents and files, or other similar information (in any form or medium, including
data stored in electronic form) used or held for use primarily in the operation or conduct of the Business or otherwise primarily related to the Purchased Assets, including price lists, customer
lists, vendor lists, correspondence, mailing lists, warranty information, catalogs, sales promotion literature, sales records, invoices, credit records, advertising materials, brochures, records of
operation, standard forms of documents, manuals of operations or business procedures, photographs, production data, purchasing materials and records, personnel records, manufacturing and quality
control records and procedures, research and development files and materials (to the extent assigned to Buyer pursuant to the Intellectual Property Agreements), data and laboratory books (if related
to the Intellectual Property, to the extent assigned to Buyer pursuant to the Intellectual Property Agreements), invention disclosures (to the extent assigned to Buyer pursuant to the
Intellectual Property Agreements), litigation files, plans, specifications, as built drawings and product testing reports required by any Governmental Body, but excluding any such items to the extent
(i) they are included in, or primarily related to, the Excluded Assets or Excluded Liabilities, (ii) any applicable Law prohibits their transfer or (iii) they are confidential
personnel records relating to employees other than the Transferred Employees or confidential medical information relating to the Transferred Employees for which Buyer has no ongoing need.

"CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§
9601et seq., as amended.

"Closing" means the closing of the transactions described inArticle VII.

"Closing Date" means the date of the Closing as determined pursuant toSection 7.3.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Collective Bargaining Agreements" means the collective bargaining agreements between Seller and the Unions governing the employment and
employee benefits of certain represented Business Employees, as the same exist as of the date of this Purchase Agreement and as they may be amended, modified or superseded, each of which is identified
onSchedule 2.1(m).

"Company Plan" means each plan, program, policy, payroll practice, contract, agreement, commitment or other arrangement providing for
bonus, profit sharing, deferred compensation, incentive

2

---

compensation,
stock ownership, stock option, stock purchase, phantom stock, retirement, savings, excess benefit, supplemental unemployment, paid time off, educational assistance, vacation, sick leave,
severance, disability, death benefit, medical, dental, or life insurance, whether formal or informal, funded or unfunded, written or oral and whether or not legally binding, and including, without
limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA and each Multi-Employer Plan (other than an Employee Agreement) which is now or previously has been
sponsored, maintained or contributed to, or required to be maintained or contributed to, by Seller or any of the Seller Subsidiaries or Avaya Tianjin for the benefit of any Business Employee; provided,however, that Company Plan shall not include the Collective Bargaining Agreements or
Non-U.S. Collective Bargaining Agreements.

"Competition Laws" means Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of
monopolization, lessening of competition or restraint of trade and includes the HSR Act and, to the extent applicable, equivalent Laws of any other jurisdiction (including, for the avoidance of doubt,
the European Union or the member states thereof).

"Confidentiality Agreement" means the agreement between Seller and Parent dated March 7, 2002, as amended July 25, 2003.

"Contracts" means all Third-Party Agreements, supply contracts, purchase orders, sales orders and instruments used or held for use
primarily in the operation or conduct of the Business, and to which Seller or any Seller Subsidiary is a party (i) for the lease of the Leased Equipment, (ii) for the provision by a
Third Party of goods or services to the Business, (iii) for the sale by the Business of goods or the performance by the Business of services, and (iv) for the sale and distribution of
products of the Business, but the term "Contracts" shall exclude the Licenses, Leases, Company Plans, Employee Agreements and Excluded Agreements.

"Domestic Subsidiary" means any Seller Subsidiary organized under the laws of any jurisdiction within the United States of America.

"Early Retiree" means any represented Business Employee who accepted the Early Retirement Program.

"Early Retirement Program" means that certain offer under the Collective Bargaining Agreements that provided certain benefits to any
represented Business Employee who submitted an intention to retire between August 1 and August 14, 2003, inclusive, and who retired on or prior to August 31, 2003.

"Employee Agreement" means each management, employment, bonus, change in control, retention, severance or similar Agreement between the
Seller, any Seller Subsidiary or Avaya Tianjin and any Business Employee, except for any such Agreement under any Company Plan.

"Encumbrance" means any lien (statutory or other), claim, hypothecation, assignment, deposit arrangement, encumbrance, charge or other
security interest, mortgage, pledge, easement, title exception, right of first refusal, right of first offer, put right, restrictive covenant or other adverse claim of any kind or nature whatsoever
(including any conditional sale or other title retention agreement) or other similar restriction or Third-Party right.

"Environmental Law" means any applicable Law that governs the existence of or provides a remedy for Release of Hazardous Substances, the
protection of natural resources or the environment, the management of Hazardous Substances, health, safety or other activities involving Hazardous Substances
including under CERCLA or any other similar Law, in each case as is or may become effective on, or prior to, the Closing Date.

"Environmental Remediation License Agreement" means the agreement in substantially the form set forth as Exhibit A.

3

---

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means each business or entity which is a member of a "controlled group of corporations," under "common control" or an
"affiliated service group" with the Seller within the meaning of Section 414(b), (c) or (m) of the Code, or required to be aggregated with the Seller under Section 414(o)
of the Code, or is under "common control" with the Seller, within the meaning of Section 4001(a)(14) of ERISA.

"Excluded Agreements" means (i) Agreements identified inSchedule 2.2(e),
(ii) Agreements that constitute General Purchase Agreements, (iii) Agreements that relate primarily to Excluded Assets or Excluded Liabilities and (iv) this Purchase Agreement.

"Excluded Taxes" means any Liability for any Taxes arising out of or relating to the Business or the Purchased Assets for any
Pre-Closing Tax Period (other than any (i) Liability for Taxes of Avaya Tianjin and (ii) Liabilities pursuant to Section 2.10of this Purchase Agreement which shall be governed solely by
such section);provided,
however, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"):



"Fixtures and Supplies" means all furniture, furnishings and other tangible personal property owned by Seller or a Seller Subsidiary and
used or held for use primarily in the operation or conduct of the Business, including desks, tables, chairs, file cabinets and other storage devices and office supplies, but excluding any such items
that primarily relate to Excluded Assets or Excluded Liabilities.

"Full Financing Side Letter" means the letter agreement substantially in the form set forth as Exhibit B.

"GAAP" means United States generally accepted accounting principles.

"General Purchase Agreements" means Third-Party supply or other Agreements between Seller or an Affiliate of Seller and a Third Party
pursuant to which Seller or an Affiliate of Seller purchases products or services from such Third Party for any of Seller's or such Affiliate's businesses other than solely for the Business.

"Governmental Body" means any legislative, executive or judicial unit of any governmental entity (federal, state, local, foreign or
supranational) or any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof.

"Governmental Permits" means all Permits issued to or filed or obtained by Seller or a Seller Subsidiary with respect to the Business, the
Assumed Leases or the Premises by a Governmental Body.

"Hazardous Substance" means (i) any material defined as a hazardous, toxic or dangerous waste, substance or material pursuant to
any Environmental Law, (ii) petroleum and byproducts thereof,

4

---

asbestos
and PCBs and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Body pursuant to any Environmental Law.

"Home Depot" means Home Depot U.S.A., Inc.

"Home Depot Parcel" means the tract of land adjacent to the Nebraska Property, containing approximately 49.971 acres, transferred to Home
Depot by Seller pursuant to the Home Depot Purchase Agreement.

"Home Depot Purchase Agreement" means that certain purchase agreement, dated as of July 22, 2002 by Avaya and July 24, 2002
by Home Depot, between Avaya, as seller, and Home Depot, as buyer, as amended by an Amendment to Purchase Agreement dated March 18, 2003 by Avaya and March 28, 2003 by Home Depot, and a
Second amendment to Purchase Agreement dated April 1, 2003 by Avaya and Home Depot, for the sale of the Home Depot Parcel.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Indebtedness" of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds,
debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business),
(iv) lease obligations of such Persons, which in accordance with GAAP, should be capitalized or (v) in the nature of guarantees of the obligations described in clauses (i) through
(iv) above of any other Person.

"Intellectual Property" means copyrights, patents, service marks, trademarks, trade names, domain names, industrial models, trade secrets,
mask work rights, any applications and registrations for any of the foregoing, and any other proprietary and intellectual property rights, including all such rights to Proprietary Subject Matter.

"Intellectual Property Agreements" means the agreements in substantially the form set forth asExhibits
C-1throughC-6.

"Inventory" means all inventory, wherever located, including raw materials, work in process, recycled materials, finished products,
inventoriable supplies, parts and non-capital spare parts owned by Seller or a Seller Subsidiary and used or held for use primarily in the operation or conduct of the Business, and any
rights of Seller or a Seller Subsidiary to the warranties received from suppliers and any related claims, credits, rights of recovery and setoff with respect to such Inventory, but only to the extent
such rights are assignable.

"Ireland Property" means that certain property located in Bray, Ireland, more fully described on Schedule 3.6(b)hereof.

"IRS" means the U.S. Internal Revenue Service.

"Law" means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction, decree or other requirement of any
Governmental Body, and any rule or regulation of any stock exchange on which the relevant party's securities are listed.

"Lease" means any Agreement for the lease or sublease of any of the Leased Premises.

"Lease Assignment" means each assignment agreement with respect to a Lease in customary form, reasonably agreed to by Buyer and Seller
prior to the Closing;provided, however, that, to the extent required by custom and/or applicable Law of the jurisdiction in which a Leased Premise is
located, with such changes as are required by custom or applicable Law or reasonably required by Buyer, together with any other transfer declarations or other filings as are necessary or reasonably
required by Buyer to give effect to such assignment (provided that no such separate assignment or other declaration or filing shall alter the parties' rights or obligations set forth in the aforesaid
assignment).

5

---

"Leased Equipment" means all computer hardware and supporting and attached peripherals, servers, telecommunications equipment, machinery,
equipment, automobiles and other vehicles, tools, molds and other similar items leased and used or held for use by Seller or a Seller Subsidiary primarily in the operation or conduct of the Business,
but excluding any such items which are Excluded Assets or Excluded Liabilities.

"Leased Premises" means all the real property that is leased or subleased by Seller or a Seller Subsidiary from Third Parties and used or
held for use primarily in the operation or conduct of the Business, including the real property leased under the Ireland Letting Agreement (as hereinafter defined), which real property, as of the date
hereof, is identified onSchedule 3.6(a).

"Liability" means all Indebtedness, obligations, commitments and other liabilities of a Person (whether known, unknown, absolute, accrued,
contingent, fixed, liquidated, unliquidated, or otherwise, or whether due or to become due).

"Licensed Avaya Trademarks" shall have the meaning set forth in the Transitional Trademark License Agreement attached hereto as Exhibit C-6.

"Licenses" means all Agreements (i) under which Seller or a Seller Subsidiary is granted the right to use any Proprietary Subject
Matter of a Third Party that is used or held for use primarily in the operation or conduct of the Business, (ii) under which Seller or a Seller Subsidiary grants a Third Party the right to use
any Proprietary Subject Matter of Seller or a Seller Subsidiary that is used or held for use primarily in the operation or conduct of the Business, or (iii) identified on Schedule 2.1(h).

"Multi-Employer Plan" means each Company Plan which is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of
ERISA.

"Nebraska Property" means that certain parcel(s) of land located in Omaha, Nebraska, more fully described on Schedule 3.6(b)hereof.

"Non-U.S. Collective Bargaining Agreements" means the collective bargaining agreements between Seller and the unions governing
the employment and employee benefits of certain represented Business Employees employed outside of the United States, as the same exist as of the date of this Purchase Agreement and as they may be
amended, modified or superseded, each of which is identified onSchedule 2.1(m)(3).

"Nonassignable Licenses" means those Agreements (i) under which Seller or a Seller Subsidiary has the right to use any Proprietary
Subject Matter of a Third Party that is used or held for use primarily in the operation or conduct of a business of Seller or a Seller Subsidiary other than the Business, or (ii) identified on Schedule 2.2
(e).

"Off-Balance Sheet Liability" means any transaction or Agreement under which Seller or any Seller Subsidiary has (i) an
obligation, including a contingent obligation, under a guarantee Agreement, (ii) a retained or contingent interest in assets transferred to an unconsolidated Person or (iii) an Agreement
that would be accounted for as a derivative instrument but is classified as equity in the Financial Statements.

"Pension Plan" means each "employee pension benefit plan" within the meaning of Section 3(2) of ERISA which is a Company Plan or
other plan pursuant to which Seller, any Seller Subsidiary, Avaya Tianjin or any ERISA Affiliates may have liability.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Permits" means all permits and licenses, certificates of inspection, approvals, consents, waivers, concessions, exemptions, orders,
registrations, notices or other authorizations, including any amendment, modification or renewal thereof.

6

---

"Permitted Encumbrances" means any (i) liens for Taxes, assessments and other governmental charges or liens of carriers, landlords,
warehousemen, mechanics and material men incurred in the ordinary course of business, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith,
(ii) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security with respect to any
Transferred Employee, (iii) purchase money liens on the fixed assets set forth onSchedule 3.5(a), (iv) Licenses and any other
licenses granted by Seller or an Affiliate in connection with sales of products in the ordinary course of business, (v) the Encumbrances set forth on Schedule 3.5(a), (vi) any
Encumbrances that may be contained in the organizational documents of Avaya Tianjin or the Avaya Tianjin Joint
Venture Agreement and (vii) all existing licenses to or under Seller's Intellectual Property as of the date hereof.

"Permitted Real Property Encumbrances" means only the following and no other lien or encumbrance: (i) liens for Taxes, assessments
and other governmental charges for sums not yet due and payable or due but not delinquent, (ii) liens for Taxes, assessments and other governmental charges for sums being contested in good
faith, which are due and payable on or prior to the Closing Date or but for the contest would be due and payable on or prior to the Closing Date, and any such Tax, assessment or other governmental
charge being contested, shall not be an Assumed Liability, but rather shall be an Excluded Liability, and Seller shall pay on a timely basis any and all amounts determined to be due in connection
therewith, (iii) mechanics', carriers', workers', materialmen's, warehousemen's and similar liens arising or incurred in the ordinary course of business, (iv) any Encumbrances,
encroachments, zoning laws and other land use restrictions which (a) with respect to the Transferred Premises, do not prevent the use of the Transferred Premises for the purposes of conducting
the Business consistent with the past practices of Seller and (b) with respect to the Transferred Premises and the Leased Premises, have not had nor would be reasonably expected to have a
Seller Material Adverse Effect, provided that except as otherwise provided in item (v) below, in no event shall any Encumbrance securing money owed, be a Permitted Real Property Encumbrance,
(v) the terms of the Assumed Leases, the Ireland Letting Agreement (as hereinafter defined) and the obligations to Home Depot under the Home Depot Amendment assumed by Buyer under Section 5.9below and (vi) Encumbrances and other exceptions set forth on Schedule 3.6(a)and3.6(b)provided the same do not secure money owed and which
(a) with
respect to the Transferred Premises, do not prevent the use of the Transferred Premises for the purposes of conducting the Business consistent with the past practices of Seller and (b) with
respect to the Transferred Premises and the Leased Premises, have not had, nor would be reasonably expected to have a Seller Material Adverse Effect.

"Person" means any individual, corporation, limited liability company, partnership, firm, association, joint venture, joint stock company,
trust, unincorporated organization or other entity, or any Governmental Body.

"Pre-Closing Tax Period" means any Tax period (or portion thereof) ending on or before the Closing Date.

"Premises" means the Leased Premises and the Transferred Premises.

"Principal Equipment" means all computer hardware and supporting and attached peripherals, servers, telecommunications equipment,
machinery, equipment, automobiles and other vehicles, tools, molds and other similar items used or held for use by Seller or a Seller Subsidiary primarily in the operation or conduct of the Business
including, in each case, embedded software therein, but not the Leased Equipment or any such items which are Excluded Assets or Excluded Liabilities. Principal Equipment includes rights to the
warranties received from the manufacturers, sellers and distributors of such items and to any related claims, credits, rights of recovery and setoff with respect to such items, but only to the extent
such rights are assignable.

7

---

"Proprietary Subject Matter" means: (i) all information (whether or not protectable by patent, copyright, mask work or trade secret
rights) not generally known to the public, including know-how and show-how, specifications, technical manuals and data, libraries, blueprints, drawings, proprietary processes,
product information, development work-in-process, inventions, discoveries and trade secrets; (ii) patentable subject matter, patented inventions and inventions subject
to patent applications; (iii) industrial models and industrial designs; (iv) works of authorship, Software (as defined in the Technology Assignment Agreement attached hereto as Exhibit C-5) and copyrightable subject matter; (v) mask works; and (vi) trademarks, trade names, service marks,
emblems, logos, insignia and related marks.

"Real Estate Deed" means (i) with respect to the Nebraska Property, a Nebraska special warranty deed, in recordable form and duly
executed by Seller, conveying title to the Nebraska Property to Buyer consistent with the title representations set forth inSection 3.6(b)(i)herein, and (ii) with respect to the Ireland Property, a deed of conveyance or deed of transfer in the form necessary to grant and convey or transfer the Ireland Property in fee simple to Buyer
in accordance with Irish laws consistent with the title representations set forth inSection 3.6(b)(i) herein, and (iii) with respect to
the Singapore Property, an instrument in the form necessary to convey title to the Singapore Property to Buyer in accordance with local custom and usage in Singapore, Singapore Law and the
requirements of Governmental Bodies in Singapore and consistent with the title representations set forth inSection 3.6(b)(i)herein.

"Real Property" means the Leased Premises and the Transferred Premises.

"Registration Rights Agreement" means the agreement in substantially the form set forth as Exhibit D.

"Release" means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the
air, soil, surface water, ground water or property.

"Remedial Action" means all actions required by Environmental Law or by any Governmental Body undertaken to (i) clean up, remove,
remediate, investigate, treat, or in any other way respond to or address any Hazardous Substance; or (ii) investigate or prevent the Release or minimize the further Release of any Hazardous
Substance so that it does not cause environmental pollution, migrate or endanger public health, welfare or the environment.

"Retention Agreements" means those certain Agreements identified as such on Schedule 2.1(m)(1).

"Security Agreement" means the security agreement, dated as of March 25, 2002, by and among Seller, the other grantor parties
thereto and The Bank of New York Company, Inc., as collateral trustee.

"Seller Material Adverse Change" or "Seller Material Adverse Effect" means any change,
effect, event, occurrence or state of facts that is materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Business, taken as a whole, other
than any change, effect, event, occurrence or state of facts (i) relating to the United States or foreign economies in general, (ii) relating to either the telecommunications industry in
general or the structured cabling systems industry in general and, in either case, not specifically relating to the Business or (iii) resulting from the public announcement of the transactions
contemplated by this Purchase Agreement or Parent's or Buyer's contact with the suppliers, distributors and technology partners of the Business pursuant to Section 5.6, provided that with respect
to (i) and (ii) such changes do not adversely affect the Business in a disproportionate
manner.

8

---

"Seller's knowledge" or "knowledge of the Seller" means the actual knowledge of the
individuals set forth onSchedule 1.1.

"Singapore Property" means the building and other improvements located at 35 Tuas Avenue 2, Singapore, and more fully described on Schedule 3.6(b).

"SMP Letter Agreement" means the letter agreement dated as of the date hereof attached as Exhibit E.

"Standstill Agreement" means the agreement substantially in the form set forth as Exhibit F.

"Tax Return" means all returns, declarations, reports, estimates, information returns and statements required to be filed with respect to
any Taxes.

"Taxes" means all taxes of any kind, and all charges, fees, customs, levies, duties, imposts, required deposits or other assessments,
including all net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise, withholding, payroll, employment, social security, worker's compensation, unemployment,
occupation, capital stock, ad valorem, value added, transfer, gains, profits, net worth, asset, transaction, and other taxes, and any interest, penalties or additions to tax with respect thereto,
imposed upon any Person by any taxing authority or other Governmental Body under applicable Law and includes any Liability arising under any tax sharing agreement or any Liability for Taxes of another
person by contract, as a transferee or successor, under Treasury. Reg. §1.1502-6 or analogous state, local or foreign law provision or otherwise.

"Third Party" means any Person not an Affiliate of the other referenced Person or Persons.

"Transfer Regulations" means the European Communities (Protection of Employees on Transfer of Undertaking) Regulations, 2003.

"Transferred Premises" means all the real property, buildings and other improvements that are owned and used or held for use by Seller or
a Seller Subsidiary primarily in the operation or conduct of the Business, which real property is identified onSchedule 3.6(b).

"Transition Services Agreement" means an agreement for services in form and substance as reasonably agreed to by Buyer and Seller.

"Unions" means the International Brotherhood of Electrical Workers and its Local No. 1614 and Local No. 1974.

"Welfare Plan" means each Company Plan which is an "employee welfare benefit plan" (within the meaning of Section 3(1) of ERISA).

1.2Additional Defined Terms.For purposes of this Purchase Agreement, the following terms shall have the
meanings specified in the Sections indicated below:

Term

Section"Acceptance Period"

Section 2.4(b)"Accounts Payable"

Section 2.5(j)"Accounts Receivable"

Section 2.1(k)"Actual Return"

Section 5.4(e)"Asset Acquisition Statement"

Section 5.3(b)"Assumed Liabilities"

Section 2.5"Avaya"

Preamble"Avaya Retiree Welfare Plans"

Section 5.4(g)(i)"Avaya Southeast Property"

Section 2.2(f)"Avaya VEBAs"

Section 5.4(g)(i)"Average Price"

Section 2.3


9

---

"Balance Sheets"

Section 3.11(a)(iii)"Business"

Recital A"Business Intellectual Property"

Section 3.12(a)"Buyer"

Preamble"Buyer Indemnified Party"

Section 9.2"Buyer Material Adverse Effect"

Section 4.1(a)"Buyer Represented Pension Plan"

Section 5.4(f)"Buyer VEBAs"

Section 5.4(g)(i)"Cash Payment"

Section 2.3"Claims Period"

Section 9.1"Closing Date"

Section 7.3"Closing Net Assets"

Section 2.4(a)"Closing Net Assets Threshold"

Section 2.4(e)"Collateral Agreements"

Recital D"Commitment Letter"

Section 4.7"Components"

Section 5.14"Convertible Note"

Section 2.3"Critical Services"

Section 5.15"Designated Remedial Action"

Section 9.5(b)"Dispute Notice"

Section 2.4(b)"Effects Package Agreement"

Section 2.6k)"Environmental Reports"

Section 3.10(f)"Estimated Closing Net Assets"

Section 2.4(a)"Exchange Act"

Section 4.4"Excluded Assets"

Section 2.2"Excluded Liabilities"

Section 2.6"Financial Statements"

Section 3.11(a)"First Pension Transfer Amount"

Section 5.4(e)"First Transfer Date"

Section 5.4(e)"Foreign Transferred Employees"

Section 5.4(p)"Home Depot Amendment"

Section 5.9"Indemnified Party"

Section 9.6(a)"Indemnifying Party"

Section 9.6(a)"Ireland Letting Agreement"

Section 3.6(a)(v)"Irish Pension Liabilities"

Section 5.4(h)"Irish Pension Plan"

Section 5.4(s)"Irish Taxes Consolidation Act"

Section 2.3(c)"IT Transfer Costs"

Section 2.4(a)"Last Day"

Section 5.4(c)"Leased Premises Consents"

Section 2.7(d)(ii)"Losses"

Section 9.2"Mandatorily Transferred Employees"

Section 5.4(a)"Material Contracts"

Section 3.9"Negotiating Period"

Section 2.4(b)"Neutral Accounting Firm"

Section 2.4(c)"Nonassignable Assets"

Section 2.7(c)"non-U.S. Law"

Section 5.4(a)"Parent"

Preamble"Parent Common Stock"

Section2.3"Parent SEC Reports"

Section 4.4


10

---

"Parent Shares"

Section 2.3"PCBs"

Section 3.10(f)"Pension Liabilities"

Section 5.4(h)"Pension Transfer Amount"

Section 5.4(f)"Post-Closing Statement"

Section 2.4(a)"Primary Closing"

Section 8.4"Purchase Price"

Section 2.3"Purchase Agreement"

Preamble"Purchased Assets"

Section 2.1"PWC"

Section 5.16"Represented Pension Trust"

Section 5.4(e)"Represented Transferred Employees"

Section 5.4(a)"Required Consents"

Section 3.4(b)"Retiree Welfare Liabilities"

Section 5.4(g)(i)"Rights Agreement"

Section 5.18"Salaried Transferred Employees"

Section 5.4(a)"SEC"

Section 4.4"Second Pension Transfer Amount"

Section 5.4(e)"Second Transfer Date"

Section 5.4(e)"Securities Act"

Section 3.24"Seller"

Preamble"Seller Indemnified Party"

Section 7.3"Seller Subsidiaries"

Section 3.1"Seller's Cafeteria Plan"

Section 5.4(c)"Straddle Period"

Section 1.1"Structured Cabling Solutions"

Recital A"Subsequent Closing"

Section 8.4"Supply Agreement"

Section 5.19"Third-Party Claim"

Section 9.6(a)"Threshold"

Section 9.5(a)"Transfer Taxes"

Section 2.10"Transferred Avaya Tianjin Shares"

Section 2.1(l)"Transferred Employees"

Section 5.4(a)"Underfunding"

Section 5.4(j)"U.S. Transferred Employees"

Section 5.4(k)"VEBA Transfer Amount"

Section 5.4(g)(i)"VEBAs"

Section 5.4(g)"WARN Act"

Section 3.8(i)


1.3Other Definitional and Interpretive Matters.Unless otherwise expressly provided, for purposes of this
Purchase Agreement, the following rules of interpretation shall apply:

Calculation of Time Period.When calculating the period of time before which, within which or following which any act is to
be done or step taken pursuant to this Purchase Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a
non-Business Day, the period in question shall end on the next succeeding Business Day.

Gender and Number.Any reference in this Purchase Agreement to gender shall include all genders, and words imparting the
singular number only shall include the plural and vice versa.

11

---

Headings.The provision of a Table of Contents, the division of this Purchase Agreement into Articles, Sections and other
subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Purchase Agreement. All references in this
Purchase Agreement to any "Article" or "Section" are to the corresponding Article or Section of this
Purchase Agreement unless otherwise specified.

12

---

Herein.The words such as "herein,"
"hereinafter," "hereof," and "hereunder" refer to this
Purchase Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including.The word "including" or any variation thereof means
"including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters
immediately following it.

Payments and Computations.Except for the payment of the Purchase Price (which shall be paid at the Closing), each party
shall make each payment due to another party to this Purchase Agreement not later than 1:00 p.m., New York City time, on the day when due. All payments shall be measured and paid in U.S.
dollars by wire transfer in immediately available funds to the account or accounts designated by the party receiving such payment. Whenever any payment under this Purchase Agreement shall be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of payment of interest, if applicable.

Schedules and Exhibits.The Schedules and Exhibits attached to this Purchase Agreement shall be construed with and as an
integral part of this Purchase Agreement to the same extent as if the same had been set forth verbatim herein. To the extent reasonably apparent on its face, disclosure by Seller on any one Schedule
of this Purchase Agreement shall be deemed disclosed for the purposes of all other Schedules to which the disclosure is relevant. Notwithstanding the foregoing, if a word or phrase defined in this
Purchase Agreement is given a different meaning in any Schedule or Exhibit, such different definition shall apply only to the Schedule or Exhibit defining that word or phrase independently, and the
meaning given that word or phrase in this Purchase Agreement shall control for purposes of this Purchase Agreement, and such alternative meaning shall have no bearing or effect, on the interpretation
of this Purchase Agreement or any Schedule of this Purchase Agreement.

Reasonable Best Efforts.The obligation of a party to use reasonable best efforts to accomplish an objective does not require
a material expenditure of funds or the incurrence of a material liability on the part of the obligated party.

ARTICLE II

PURCHASE AND SALE OF THE BUSINESS

2.1Purchase and Sale of Assets.Upon the terms and subject to the conditions of this Purchase Agreement and in
reliance on the representations and warranties contained herein, on the Closing Date, Seller shall, or shall cause one or more of the Seller Subsidiaries to, subject to Section 2.7, sell, transfer,
assign, convey and deliver to Buyer, and Buyer shall purchase, acquire, assume and accept from Seller or the
applicable Seller Subsidiary, all of the right, title and interest in, to and under the assets, properties and business (as a going concern), titles, estates, remedies, powers, privileges, of every
kind, nature, character and description (whether tangible or intangible, real, personal or mixed, whether absolute, accrued, contingent, fixed or otherwise, wherever located and whether now existing
or acquired on or prior to the Closing Date), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to
in Seller's or the applicable Seller Subsidiary's financial statements, owned, used or held for use primarily in the operation or conduct of the Business by Seller or the applicable Seller Subsidiary
on the Closing Date (except in each case for the Excluded Assets) (collectively, the "Purchased Assets"), free and clear of all Encumbrances other than
Permitted Encumbrances and Permitted Real Property Encumbrances. The Purchased Assets include:



12

---



2.2Excluded Assets.Notwithstanding anything in Section 2.1to the contrary, it is hereby expressly acknowledged and
agreed that the Purchased Assets shall not include, and neither Seller nor
any of the Seller Subsidiaries is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Seller or any of the Seller Subsidiaries,
any of the rights, properties or assets set forth or described inSections 2.2(a)through(o)(the
rights, properties

13

---

and
assets expressly excluded by thisSection 2.2from the Purchased Assets being referred to herein as the "Excluded
Assets"):



14

---



2.3Purchase Price.In consideration of the sale, transfer, assignment, conveyance and delivery by Seller and
the Seller Subsidiaries of the Purchased Assets to Buyer, and in addition to assuming the Assumed Liabilities, Parent shall cause Buyer at the Closing to (i) pay to Seller an aggregate amount
equal to Two Hundred Ten Million Dollars ($210,000,000) in cash (the "Cash Payment") by wire transfer of immediately available funds to an account or
accounts designated by Seller's written instructions given to Buyer at least two Business Days prior to the Closing, which amount shall be subject to adjustment pursuant to Section 2.4below,
(ii) deliver to Seller a stock certificate or certificates of Parent (bearing any applicable legend required under
federal or state securities laws) in the names and amounts designated by Seller at least two Business Days prior to Closing representing a number of shares (the "Parent
Shares") of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") determined as follows: if the average per
share closing price of the Parent Common Stock, as reported on the New York Stock Exchange Composite Transactions Tape (as reported byThe Wall Street
Journal(Northeast Edition)), or if not reported thereby, by any other authoritative source) for the ten (10) trading days immediately prior to the trading day prior the
Closing Date ("Average Price") is (a) not less than $10.00 and not more than $13.00, then the number of Parent Shares shall be equal to
Thirty-Four Million Nine Hundred Thousand Dollars ($34,900,000) divided by the Average Price; (b) less than $10.00, then the number of Parent Shares shall be equal to 3,490,000
shares of Parent Common Stock; and (c) more than $13.00, then the number of Parent Shares shall be equal to 2,684,615 shares of Parent Common Stock, and (iii) as subject to adjustment
pursuant toSections 2.4,5.4(j),5.4(r)and 8.4, deliver to
Seller a convertible note in the aggregate principal amount of Eighteen Million Dollars ($18,000,000), the summary terms of which are
set forth onExhibit Gattached hereto (the "Convertible Note" and, together with the Cash
Payment and the Parent Shares, collectively, the "Purchase Price").

2.4Adjustment of Cash Payment; IT Transfer Costs.



15

---



16

---



2.5Assumed Liabilities.On the Closing Date, Buyer shall execute and deliver to Seller or the applicable Seller
Subsidiary one or more Assumption Agreements and one or more Lease Assignments pursuant to which, notwithstanding anything to the contrary contained in this Purchase Agreement (including Section 2.6), Buyer shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to
the respective conditions thereof, the Liabilities of Seller and the Seller Subsidiaries pursuant to and under the Assumed Liabilities. For purposes of this Purchase Agreement, the term
"Assumed Liabilities" means only the following Liabilities of Seller and the Seller Subsidiaries and no other Liabilities whatsoever:



17

---



2.6Excluded Liabilities.Buyer shall not assume or be obligated to pay, perform or otherwise assume or
discharge any Liabilities of Seller or any Seller Subsidiary or Affiliate of Seller, whether direct or indirect, known or unknown, absolute or contingent, whether or not any such Liability has a value
for accounting purposes or is carried or reflected on or specifically referred to in either Seller's or the applicable Seller Subsidiary's financial statements, whether or not of, associated with or
arising from the Business or the operation thereof or any Purchased Asset, that are not Assumed Liabilities (collectively, "Excluded Liabilities"),
including:



18

---



2.7Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties.



19

---



2.8No Licenses.Except as set forth in the Intellectual Property Agreements or in Section 5.7hereof, no title, right
or license of any kind is granted to Parent or Buyer pursuant to this Purchase Agreement with respect to any
Proprietary Subject Matter or Intellectual Property of Seller or any Affiliate of Seller, either directly or indirectly, by implication, by estoppel or otherwise.

2.9Bulk Sales Law.Buyer hereby waives compliance by Seller and each of the Seller Subsidiaries with the
requirements and provisions of any "bulk-transfer" Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.

2.10Taxes.Buyer and Seller shall share equally all transfer, documentary, sales, use, stamp, registration, and
other similar Taxes that may be imposed, assessed or payable by reason of the execution of, or consummation of the transactions contemplated by, this Purchase Agreement and all reasonable out of
pocket costs and expenses relating to such Taxes ("Transfer Taxes");provided, however, that (a) Buyer
shall have the sole responsibility for (i) Transfer Taxes imposed as a result of Buyer's or its assignee's present
or former connection with a jurisdiction (other than a present or former

20

---

connection
with the jurisdiction of the United States (or any jurisdiction thereof or therein) or the jurisdiction of the relevant selling entity) imposing such Transfer Tax and (ii) value
added Taxes to the extent they are fully recoverable by Buyer or its Affiliate via refund, credit, input credit, deduction and/or offset and (b) Seller shall have the sole responsibility for
Seller's or any Seller Subsidiary's net income, franchise or other Taxes based on Seller's or any Seller Subsidiary's net income or gains from the transactions contemplated by this Purchase Agreement.
Any refunds of Transfer Taxes split by Buyer and Seller pursuant to thisSection 2.10shall be divided equally between Buyer and Seller. To the
extent a party pays Transfer Taxes which are levied on the other party, to the extent permitted by Law, such payment shall be deemed to be an adjustment to the Purchase Price and any refund shall also
be deemed an adjustment to the Purchase Price. Buyer and Seller agree that the allocation of the fees and expenses relating to the transfer and recordation of registered Business Intellectual Property
is covered in the Intellectual Property Agreements and is not intended to be allocated by thisSection 2.10.

2.11Parent Guaranty.Parent unconditionally guarantees, as a primary obligor, the fulfillment of the covenants,
agreements and payment and performance obligations of Buyer under this Purchase Agreement and each of the Collateral Agreements to which it is a party and shall be primarily responsible for all such
covenants, agreements and payment and performance obligations to the extent Buyer fails to perform the same.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

3.1Organization and Qualification; Seller Subsidiaries.Seller is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Delaware.Schedule 3.1sets forth a complete list of each Affiliate of Seller that
is engaged in the operation or conduct of the Business or that has title to, a leasehold interest in, or the license or right to use, any asset used or held for use in the conduct of the Business or
an obligation or Liability that is an Assumed Liability (collectively, the "Seller Subsidiaries"). Seller and, except as set forth on Schedule 3.1,
each Seller Subsidiary has all requisite corporate or similar power and authority to own, lease and operate the Purchased Assets
owned, leased or operated by it and to carry on its portion of the Business as presently conducted and
is duly qualified to do business and is in good standing as a foreign corporation or other entity (in any jurisdiction that recognizes such concept) in each jurisdiction where the ownership or
operation of its properties and assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing individually or in the aggregate does
not have or would not reasonably be expected to have a Seller Material Adverse Effect.

3.2Avaya Tianjin.Schedule 3.2sets forth the authorized
and outstanding stock of Avaya Tianjin as of the date hereof. All of the Avaya Tianjin shares are validly issued, fully paid and nonassessable and owned of record and beneficially by the Affiliate of
Seller identified inSchedule 3.2. Upon delivery of the Avaya Tianjin shares and payment of the Purchase Price as herein provided, Buyer will
acquire good, valid and transferable title thereto, free and clear of any Encumbrances, other than any Permitted Encumbrances.Schedule 3.2sets
forth the outstanding Indebtedness of Avaya Tianjin.

3.3Authorization; Binding Effect.



21

---





3.4Non-Contravention; Consents.



3.5Title to Personal Property; Principal Equipment; Sufficiency of Assets.



22

---



3.6Real Estate.



23

---



3.7Compliance With Laws.



3.8Business Employees.



24

---



25

---



26

---



27

---



3.9Material Contracts.Schedule 3.9contains a complete
and accurate list of all existing contracts and commitments of Seller or a Seller Subsidiary, whether written or oral, used or held for use primarily in the operation or conduct of the Business or by
which the Purchased Assets may be bound or affected that (i) would require over the full term thereof payments by or to Seller or a Seller Subsidiary of more than $500,000, (ii) are
notes, mortgages, indentures, letters of credit, guarantees or other obligations for lending or borrowing of $100,000 or more pursuant to which any of the Purchased Assets are pledged or mortgaged as
collateral and any agreement creating any guarantee or other agreement to be liable for the obligations of another Person (other than Seller or a Seller Subsidiary), (iii) are joint venture or
partnership agreements used or held for use primarily in the operation or conduct of the Business, or (iv) contain any covenant not to compete, take or pay, or covenant prohibiting the
development, sales, manufacture, marketing or distribution of the products or services of the Business or restrict the ability of Seller or a Seller Subsidiary to hire or solicit for hire any Person
with respect to which the Business will be obligated following the Closing (the "Material Contracts"). Each Material Contract is valid, binding and
enforceable against Seller or the applicable Seller Subsidiary and, to Seller's knowledge, the other parties thereto in accordance with its terms, and is in full force and effect. Except as set forth
onSchedule 3.9, neither Seller nor any Seller Subsidiary has received any written notice that it is in default under or in breach of or is
otherwise delinquent in performance under any Material Contract, and, to Seller's knowledge, each of the other parties thereto has performed all obligations required to be performed by it under, and
is not in default under, any Material Contract and no event has occurred that, with notice or lapse of time, or both, would constitute such a default, except for breaches, failures of performance or
defaults that individually or in the aggregate do not have and would not reasonably be expected to have a Seller Material Adverse Effect.

3.10Environmental Matters.Except as set forth in Schedule 3.10and with respect to the Business:



28

---



29

---



3.11Financial Statement; Undisclosed Liabilities; Absence of Changes.



30

---



3.12Intellectual Property.



31

---





3.13Brokers.Other than CitiGroup Global Markets Inc., the fees and expenses of which will be paid by
Seller, no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the
transactions contemplated by this Purchase Agreement based upon arrangements made by or on behalf of Seller or any Affiliate of Seller.

3.14Taxes.



32

---



3.15Value-Added Resellers, Distributors and Suppliers.Seller and the Seller Subsidiaries have used their
reasonable business efforts to maintain good working relationships with all of their respective customers, distributors, value-added resellers, dealers and suppliers. Since June 30, 2003,
neither Seller nor any Seller Subsidiary has materially altered the conduct of its relations with value-added resellers, distributors or suppliers, including without limitation, sales terms and
conditions.Schedule 3.15sets forth a complete and accurate list of the 10 largest distributors and value-added resellers, on the one hand, and
suppliers, on the other hand, of the Business in terms of dollar value of goods and services sold and purchased by the Business, for the nine months ended June 30, 2003 and the fiscal year
ended September 30, 2002. Except as set forth onSchedule 3.15, as of the date hereof, neither the Seller nor any Seller Subsidiary has
been notified in writing by any distributor, value-added reseller or supplier listed inSchedule 3.15, that such distributor, value-added
reseller or supplier intends to: (i) cease doing business with the Business; (ii) materially reduce the amount of business it now does with the Business; or (iii) materially alter
the terms and conditions pursuant to which business will be conducted with the Business. Neither Seller nor any Seller Subsidiary with respect to the Business has entered into any Agreement with any
distributor, supplier or value-added reseller which is intended to or has the effect of providing credit support to such distributor, supplier or value-added reseller, other than trade payables
incurred in the ordinary course of business.

3.16Business Records.The Business Records have been maintained in accordance with good business practices and
applicable legal and accounting requirements, reflect only bona fide and genuine transactions, and accurately reflect in all material respects the basis for the Seller's and the Seller Subsidiaries'
respective financial position and results of operations.

3.17Litigation.Schedule 3.17sets forth each instance
in which Seller or any Seller Subsidiary with respect to the Business or the Real Property is as of the date hereof (i) subject to any outstanding injunction, judgment, order, decree, ruling,
or charge or (ii) a party or, to Seller's knowledge, threatened to be made a party to any action, suit, proceeding (including condemnation and takings proceedings), hearing, or investigation
of, in, or before any Governmental Body or before any arbitrator in each case, specifically excluding any instances related to Environmental Law. None of the

33

---

actions,
suits, proceedings, hearings and investigations set forth onSchedule 3.17would reasonably be expected to result in any Seller Material
Adverse Change.

3.18Affiliated Transactions.Except as set forth on Schedule 3.18, there are no Agreements for the purchase and sale of
products and services offered by the Business between the Seller, on the one
hand, or any of its Affiliates (other than the Business), on the other hand.

3.19Product Recalls; Defects.Except as set forth in Schedule 3.19, since September 30, 2001, there has been no
material pending, or to Seller's knowledge, threatened recall or investigation
of any product or system of products sold by Seller or any Seller Subsidiary in connection with the Business. Since September 30, 2001 there has been no material pending, or to Seller's
knowledge, threatened claim that any products manufactured, assembled or distributed by the Business are defective.

3.20Accounts Receivable.All Accounts Receivable of the Business, including without limitation all Accounts
Receivable as shown on the Financial Statements, are bona fide receivables and were incurred in the ordinary course of business for products delivered or services rendered. As of the date of this
Purchase Agreement, no notice has been received from any account debtor that any amount of such Accounts Receivable is subject to any pending or threatened set-off, discount or
counterclaim of any kind, other than set-offs, discounts or counterclaims consistent with past practices and the applicable reserves for doubtful accounts reflected in the Financial
Statements.

3.21Distributor Incentive and Marketing
Programs.Schedule 3.21includes copies of or accurate descriptions of the standard terms and conditions of
distributor incentive and marketing programs for the products of Business sold in the United States. Except as set forth inSchedule 3.21, the
products manufactured by the Business which have been sold by the Business in the United States, have been sold in all material respects in accordance with the standard distributor incentive and
marketing programs.

3.22Inventory.All Inventory whether reflected on the Financial Statements or subsequently created or acquired,
has been created or acquired in the ordinary course of business and is suitable, usable, or saleable for the purposes for which it is intended, subject to normal and customary allowances for spoilage,
damage and outdated items. All Inventory has been valued on the Financial Statements based on the lower of market value or Seller's cost of the Inventory. The markdowns and provisions for obsolescence
and shrinkage reflected on the Financial Statements have been fairly determined consistent with past practices in accordance with GAAP. The reserve for obsolescence and shrinkage reflected on the
Financial Statements has been fairly determined consistent with past practices in accordance with GAAP and is adequate to provide for excess, slow moving, obsolete, defective, damaged or missing
Inventory.Schedule 3.22sets forth all Inventory consigned to or from Third Parties.

3.23Securities Act.(i) The Parent Shares issued to Seller pursuant to this Purchase Agreement will not
be transferred or otherwise disposed of by Seller except in a transaction registered, or exempt from registration, under the Securities Act of 1933, as amended (the "Securities
Act"), (ii) Seller is acquiring the Parent Shares for its own account, for investment and not with a view to the distribution thereof within the meaning of the
Securities Act; (iii) Seller understands that the Parent Shares have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of their acquisition
by Parent in a transaction exempt from the registration requirement thereof, and that the Parent Shares may not be sold unless such sale is registered under the Securities Act and applicable state
securities laws or is exempt from registration thereunder; (iv) Seller further understands that the exemption from registration afforded by Rule 144 under the Securities Act (the
provisions of which are known by Seller) depends on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales of Parent Shares only in limited
amounts; (v) Seller is an "accredited investor" (as defined in Rule 501(a) under the Securities Act); and (vi) Seller has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the

34

---

investment
in the Parent Shares hereunder and is able to bear the economic risk of loss of such investment.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Parent and Buyer represent and warrant to Seller, jointly and severally, that:

4.1Organization and Qualification.Parent is a corporation duly organized, validly existing and in good
standing under the Laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as currently conducted and to own or lease and operate its properties.
Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite limited liability company power and authority
to carry on its business as currently conducted and to own or lease and operate its properties. Each of Parent and Buyer is duly qualified to do business and is in good standing (in any jurisdiction
that recognizes such concept) as a foreign corporation or limited liability company, as applicable, in each jurisdiction where the ownership or operation of its assets or the conduct of its business
requires such qualification, except where the failure to be so qualified or in good standing individually or in the aggregate does not have and would not reasonably be expected to have a material
adverse effect on the ability of Parent or Buyer to perform its respective obligations under this Purchase Agreement and the Collateral Agreements (a "Buyer Material Adverse
Effect"). Buyer was organized for the sole purpose of consummating the transactions contemplated by this Purchase Agreement, the Commitment Letter (as hereinafter defined) and
the Collateral Agreements. Except for Liabilities incurred in connection with its organization or the negotiation and consummation of the transactions contemplated by this Purchase Agreement, the
Commitment Letter and the Collateral Agreements, Buyer has neither incurred any Liabilities nor engaged in any business.

4.2Authorization; Binding Effect.



4.3Non-Contravention; Consents.



35

---



4.4SEC Reports; Financial Statements.Parent has filed all forms, reports and documents required to be filed
with the Securities and Exchange Commission ("SEC") since December 31, 2002 (any of the foregoing filed prior to the date hereof are referred to
herein as the "Parent SEC Reports"). Each Parent SEC Report complied at the time of filing in all material respects with all applicable requirements of
the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect as of the filing date of such Parent SEC
Report. None of such Parent SEC Reports, including any financial statements or schedules included or incorporated by reference therein, contained when filed any untrue statement of a material fact or
omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were
made not misleading, except to the extent superseded by a Parent SEC Report filed subsequently and prior to the date hereof. The audited consolidated financial statements of Parent included in the
Parent SEC Reports fairly present in all material respects, the financial position of Parent as of the dates thereof and the results of its operations and cash flows for each for the periods then
ended, in each case in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (subject in the case of unaudited financial statements, to normal and recurring
year-end audit adjustments which, individually or in the aggregate, would not be material).

4.5Parent Common Stock.The Parent Shares to be issued to Seller as a portion of the Purchase Price have been
duly authorized and, when issued at Closing, shall be validly issued, fully paid and nonassessable. The shares of Parent Common Stock to be issued upon conversion of the Convertible Note have been
duly authorized and reserved, and when issued upon conversion of the Convertible Note in accordance with the terms of the Convertible Note, shall be validly issued, fully paid and nonassessable.

4.6Brokers.Other than Wachovia Capital Markets, LLC, the fees and expenses of which will be paid by Parent and
Buyer, no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions
contemplated by this Purchase Agreement based on arrangements made by or on behalf of Parent or Buyer or any of their Affiliates.

4.7Sufficiency of Funds.Parent has delivered to Seller a true and complete copy of a letter of commitment
obtained by Parent from Wachovia Bank, National Association to provide debt financing for the transactions contemplated hereby pursuant to a senior secured credit facility (the
"Commitment Letter"). An executed copy of the Commitment Letter is attached hereto asExhibit H.
Assuming that the financing contemplated by the Commitment Letter is consummated in accordance with the terms thereof, the funds to be borrowed thereunder by Parent (including, if applicable, with
respect to the special closing commitment), together with Parent's available cash, will provide sufficient funds to Parent and Buyer to make the Cash Payment and to consummate the transactions
contemplated hereby. As of the date of this Purchase Agreement, to the actual knowledge of senior management of Parent, there are no facts or circumstances related to the business, assets, condition
or operation of

36

---

Parent
and its subsidiaries or the Business that create a reasonable basis for Parent to believe that Parent will not be able to obtain the financing contemplated by the Commitment Letter.

4.8No Inducement or Reliance; Independent Assessment.



ARTICLE V

CERTAIN COVENANTS

5.1Access and Information.



37

---



38

---



5.2Conduct of Business.From and after the date of this Purchase Agreement and until the Closing Date, except
as set forth onSchedule 5.2or as otherwise contemplated by this Purchase Agreement or as
Parent and Buyer shall otherwise consent to in writing, Seller and each of the Seller Subsidiaries, with respect to the Business:



39

---



5.3Tax Reporting and Allocation of Consideration.



40

---



5.4Transferred Employees.



41

---





42

---



43

---



44

---



45

---



46

---



47

---



5.5Reasonable Best Efforts.Upon the terms and subject to the conditions set forth in this Purchase Agreement,
each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Purchase Agreement and the
Collateral Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly
as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, permits, consents and approvals from Governmental Bodies and the making of all necessary registrations,
notices, amendments, applications and other filings (including filings with Governmental Bodies, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to
avoid an action or proceeding by any Governmental Body, (iii) the obtaining of all necessary consents, approvals, releases or waivers from Third Parties, including consent to and approval of
the novation or assignment of Contracts, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Purchase Agreement or the
consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed (v) the execution
and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Purchase Agreement and the Collateral Agreements,
(vi) the implementation of the provisions ofSection 5.4in a manner that avoids the interruption of the provision of pay and employee
benefits from and after the Closing Date and (vii) the provision by Seller to Buyer of at least two weeks advance notice of any material Benefit Plan changes that impact Business Employees. Not
limiting the generality of the foregoing, Seller and Buyer shall, or shall cause any ultimate parent entity with respect thereto to, use reasonable best efforts to (a) take promptly all actions
necessary to make the filings required under the HSR Act or Competition Laws of any foreign jurisdiction (and in any event each party shall, or shall cause its ultimate parent entity to, use its
reasonable best efforts to, make such filings no later than the date that is 10 Business Days after the date hereof), (b) comply at the earliest practicable date with any request for additional
information received by Seller or Buyer or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act or Competition Laws of any
foreign jurisdiction, and (c) cooperate with each other in connection with their respective filings under the HSR Act and in connection with resolving any investigation or other inquiry
concerning the transactions contemplated by this Purchase Agreement commenced by either the Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general or
any foreign jurisdiction. For purposes of thisSection 5.5, the reasonable best efforts of any party hereto shall include payment by such party
(or its Affiliates) of all standard fees and expenses which are legal obligations of such party related to obtaining any consents from a Governmental Body, including all fees incurred in connection
with all filings under any Competition Laws (including the HSR Act and EC Common Market).

5.6Contacts with Suppliers and Customers.With the prior consent of Seller, which consent shall not be
unreasonably withheld or delayed, Buyer and its representatives shall have the right to contact key suppliers and distributors and technology partners of the Business.

5.7Sale by Buyer of Inventory Marked With Avaya's Name.Seller grants to Buyer a license to use the Licensed
Avaya Trademarks in accordance with the terms and conditions set forth in the Transitional Trademark License Agreement attached hereto as Exhibit C-6, and other than as set forth

48

---

therein,
in no event shall Buyer or any Affiliate of Buyer advertise or hold itself out as Avaya or an Affiliate of Avaya after the Closing Date.

5.8Non-Solicitation of Employees.Seller shall not, and shall cause its representatives and
Affiliates not to, for a period of two years from the date hereof, directly or indirectly, solicit the employment (including as a consultant or independent contractor) of, or engage as an employee,
consultant or independent contractor, any Transferred Employee without Buyer's prior written consent. The term "solicit the employment" shall not be deemed to include generalized searches for
employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Buyer or any successor. This restriction shall not apply to solicitations directed at
any Transferred Employee whose employment with Buyer or its successor has theretofore been involuntarily terminated by Buyer or its successor after the Closing.

5.9Home Depot.Buyer acknowledges that Seller has sold and transferred to Home Depot the Home Depot Parcel
pursuant to the Home Depot Purchase Agreement and, as the owner of the Nebraska Property, is bound to cooperate in certain matters with Home Depot with respect to the Nebraska Property and the
development of the Home Depot Parcel, as more particularly set forth in the Amendment to the Home Depot Purchase Agreement executed by Seller on March 18, 2003 and executed by Home Depot on
March 28, 2003 (the "Home Depot Amendment"). Seller shall assign to Buyer, and Buyer shall assume, the rights and obligations of Seller under
Paragraph 4 of the Home Depot Amendment to the extent relating to the Nebraska Property, but specifically excluding any rights and obligations relating to the Home Depot Parcel or the Avaya
Southeast Property. Without limiting the foregoing, (i) Buyer shall assume the obligation to maintain the separate access road to Seller's facility located on the Nebraska Property referenced
in Paragraph 4(a) of the Home Depot Amendment, (ii) Seller shall assign to Buyer all easements, rights and benefits appurtenant to the Nebraska Property under the REA (as defined in the
Home Depot Purchase Agreement), the escrow agreement referenced in Paragraph 4(h) of the Home Depot Amendment, and that letter agreement dated April 15, 2003 between Avaya and Home Depot
regarding culvert design and tree relocation costs, and (iii) Seller shall remain solely responsible for all liabilities and obligations relating to the Avaya Southeast Property, whether
arising under the Home Depot Purchase Agreement, the REA or any other document or source. Notwithstanding anything to the contrary herein, Seller shall pay on demand all documented
out-of-pocket expenses incurred by Buyer in connection with the Home Depot Purchase Agreement, the REA, the Home Depot Parcel and/or the Avaya Southeast Property, except for
the obligations and Liabilities to be assumed hereunder. Notwithstanding anything to the contrary contained herein, Buyer shall only assume the obligations and liabilities under the REA which are
applicable to the owner of property which is being transferred to Buyer pursuant to this Purchase Agreement.

5.10Financing.



49

---



5.11Advice of Changes.Each party hereto will promptly advise the other in writing of (i) the failure of
any condition to be satisfied by it hereunder, (ii) any notice or other communication from any Person that the consent of such Person is required for the consummation of the transactions
contemplated by this Purchase Agreement or the Collateral Agreements, (iii) any notice or other communication from any Governmental Body in connection with the transactions contemplated by this
Purchase Agreement or the Collateral Agreements, (iv) Seller's receipt of any written notice from any value added reseller, distributor or supplier set forth on Schedule 3.15that such
distributor, value-added reseller or supplier intends to: (A) cease doing business with the Business;
(B) materially reduce the amount of business it now does with the Business; or (C) materially alter the terms and conditions pursuant to which business will be conducted with the
Business. Seller will promptly advise Buyer in writing of (i) any event known
by Seller that would render any representation or warranty of Seller contained in this Agreement untrue or inaccurate in any material respect or (ii) any change, condition or event that has had
or could be reasonably expected to have a Seller Material Adverse Effect. No disclosure pursuant to thisSection 5.11, however, shall be deemed
to amend or supplement the Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

5.12Third Party Confidentiality Agreements.Within two Business Days after the date hereof, Seller shall
request that all Persons who received Confidential Information of or relating to the proposed sale of the Business or any material portion thereof since July 1, 2003 return or destroy such
Confidential Information in accordance with the provisions of the applicable confidentiality agreement entered into between Seller and such Person.

5.13No Negotiation or Solicitation.From the date hereof until the earlier of the Closing Date or the date on
which this Purchase Agreement is terminated pursuant to Article XI, Seller will not, and will not permit any of its Affiliates, officers, employees, directors, investment bankers or
representatives to, solicit offers, inquiries or proposals from, disclose information to, afford any access to or negotiate or participate in discussions (and Seller shall immediately cease providing
information to, and engaging in discussions or negotiations that are ongoing) with, other Persons in connection with the possible sale, disposition, recapitalization or other similar transaction
involving all or any part of the Business. Notwithstanding the foregoing, nothing in thisSection 5.13shall prohibit any acquisition of Seller,
whether by way of merger, purchase of capital of capital stock, purchase of substantially all assets, including the Purchased Assets, or otherwise.

5.14Non-Competition.Seller agrees that, for five (5) years following the Closing Date, it
will not, and will cause its Affiliates not to, directly or indirectly, sell, distribute, make or have made any products, or engage in any business or other endeavor of a kind which competes with the
Business as currently conducted, in any area of the world;provided,however, that neither Seller nor
any Seller

50

---

Subsidiary
shall be prevented from (a) acquiring shares of capital stock, partnership or other equity interests in any Person as investments of Seller's pension funds or funds of any other
Company Plan whether or not such Person is engaged in the same business as the Business, (b) acquiring ownership of 5% or less of any class of securities registered under the Exchange Act,
(c) performing any act or conducting any business contemplated by this Purchase Agreement or any of the Collateral Agreements, (d) purchasing, selling, installing or otherwise utilizing
products and services of the Business, or products and services similar to the products of the Business (cumulatively, the "Components"), for internal use or to include with or incorporate in products
sold by, or as part of maintenance or service offerings of, Seller or any of its Affiliates so long as Seller and its Affiliates do not private label any such Components, use any marks of the Seller
or its Affiliates to identify such Components nor otherwise represent or market to customers that Seller or any of its Affiliates has designed or manufactured such Components; or (e) enforcing
its rights under that certain patent license agreement between Avaya Licensing Corporation and Panduit Corporation, effective as of December 4, 2002, that certain patent license agreement
between Avaya Licensing Corporation and Leviton Manufacturing Co., Inc., effective as of November 15, 2002, and that certain patent license agreement between AT&T IPM Corp., AT&T Network
Cable Systems and Superior Modular Products Incorporated dated June 1, 1995 (as assigned to and assumed by Seller), subject to the limitations in the Intellectual Property License Agreement.

5.15Collateral Agreements.Prior to the Closing Date, Seller, on the one hand, and Parent and Buyer, on the
other hand, shall negotiate in good faith (a) the form of the Convertible Note to be delivered to Seller at Closing pursuant to Section 2.3in accordance with the summary of terms thereof set
forth onExhibit Gattached hereto, (b) the Transition Services Agreement including the schedules for the services to be attached to the Transition Services Agreement and (c) the time periods to be used in
the Transitional Trademark License Agreement. With respect to the Transition Services Agreement, assuming that the services requested are not more than the services currently provided to the Business,
the cost of such services will not be in excess of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) per month. The parties acknowledge that Parent or Buyer may require certain services
deemed critical to the operation of the Business (the "Critical Services") and such Critical Services shall be subject to a term extension as Parent or
Buyer reasonably determine and subject to cost terms as are mutually agreeable,provided,thatCritical
Services shall not include any legal or accounting (excluding payroll) services. Subject to the limitations set forth in thisSection 5.15,
Seller agrees to provide all services necessary for Parent and Buyer to operate the Business substantially the same as at the signing of this Purchase Agreement.

5.16Financial Statements.Prior to the Closing, Seller shall deliver to Buyer true and complete copies of the
audited balance sheets as of September 30, 2002 and 2003 and audited statements of operations and cash flows for the years ended September 30, 2002 and 2003, in each case with a report
by PricewaterhouseCoopers LLP ("PWC"), that present fairly, in all material respects, the financial position of the Business as of the dates thereof and
the results of its operations and cash flows for the period then ended, in each case in conformity with GAAP applied on a consistent basis throughout the
periods covered thereby. Seller shall use its reasonable best efforts to cause PWC to give Buyer and Buyer's accountants reasonable access to representatives of PWC and PWC's work papers.

5.17Listing of Shares.Parent shall use its reasonable best efforts to cause (a) the Parent Shares to be
issued by Parent as a portion of the Purchase Price and (b) the shares of Parent Common Stock to be issued by Parent upon conversion of the Convertible Note, to be approved for listing on the
New York Stock Exchange, subject to official notice of issuance, prior to the Closing Date.

5.18Past Due Licenses.Not later than 60 days after the Closing Date (or such earlier time as may be
required to avoid Buyer's loss of a License), Seller shall make any and all payments due with respect to the Licenses set forth on Schedule 3.12(c).

51

---

5.19Supply Agreement.Prior to the Closing Date, Seller, Parent and Buyer shall negotiate in good faith, the
terms and conditions of a supply agreement (the "Supply Agreement") relating to the purchase of products currently manufactured or sold in connection
with the Business, it being understood that, notwithstanding any other provision of this Purchase Agreement, the execution of the Supply Agreement shall not be a condition precedent to the obligations
of the parties under this Purchase Agreement.

5.20Apportionments.The following items will be adjusted as of the Closing Date (or as soon thereafter as is
reasonably feasible, and the appropriate party promptly will pay adjustment amounts as necessary to prorate such amounts as of the Closing Date):



ARTICLE VI

CONFIDENTIAL NATURE OF INFORMATION

6.1Confidentiality Agreement.



52

---



6.2Proprietary Subject Matter.



53

---



ARTICLE VII

CLOSING

7.1Deliveries by Seller or the Seller Subsidiaries.On the Closing Date (or to the extent applicable, at any
Subsequent Closing), Seller shall, or shall cause a Seller Subsidiary to, deliver to Buyer the following:



7.2Deliveries by Parent and Buyer.On the Closing Date (or to the extent applicable, at any Subsequent
Closing), Parent and Buyer shall deliver, or cause to be delivered, to Seller the following:



54

---



7.3Closing Date.The Closing shall take place at the offices of Weil, Gotshal & Manges LLP, located at
767 Fifth Avenue, New York, New York 10153, at 10:00 a.m. local time, within five Business Days after the date on which the last of the conditions specified in Article VIIIhas been satisfied
or waived, or at such other place or time or on such other date as Seller and Buyer may agree upon in writing
(such date and time being referred to herein as the "Closing Date").

7.4Contemporaneous Effectiveness.All acts and deliveries prescribed by this Article VII, regardless of chronological
sequence, will be deemed to occur contemporaneously and simultaneously on the occurrence of the last act
or delivery, and none of such acts or deliveries will be effective until the last of the same has occurred.

ARTICLE VIII

CONDITIONS PRECEDENT TO CLOSING

8.1General Conditions.The obligations of Parent and Buyer and Seller to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be mutually waived in writing by Seller and Parent and Buyer:



8.2Conditions Precedent to Parent's and Buyer's Obligations.The obligations of Parent and Buyer to effect the
Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Parent and
Buyer:



55

---



8.3Conditions Precedent to Seller's Obligations.The obligations of Seller to effect the Closing of the
transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:



8.4Subsequent Closings.Notwithstanding any provision in this Purchase Agreement to the contrary, in the event
that all the conditions set forth inSections 8.2and8.3have been satisfied, and all the conditions
set forth inSection 8.1have been satisfied with respect to the portion of the Business conducted by Seller and the Seller Subsidiaries in the
United States of America, the Commonwealth of Australia, the Netherlands, Singapore and the Republic of Ireland, but the conditions set forth in Section 8.1have not been satisfied with respect to
the portion of the Business conducted by Seller and the Seller Subsidiaries in one or more
other jurisdictions, Seller and Parent and Buyer agree to consummate the Closing with respect to all assets and Liabilities of the Business in such jurisdictions with respect to which the conditions
set forth inSection 8.1have been satisfied (the "Primary Closing"). In connection with the
Primary Closing the parties shall enter into the Intellectual Property Agreements covering the Business Intellectual Property on a worldwide basis, even if the other assets and Liabilities in certain
countries are to be conveyed and assumed in a Subsequent Closing. In the event of the Primary Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase,
acquire and accept from Seller, those Purchased Assets and Assumed Liabilities constituting the portion of the Business conducted in such jurisdictions with respect to which the conditions set forth
inSection 8.1have been satisfied, and Buyer shall pay the Purchase Price minus the net book value of the Purchased Assets (as reflected in the
books and records of Seller or the applicable Seller Subsidiary at such time) that were not so transferred, other than the Avaya Tianjin

56

---

shares,
which shall be equal to the value onSchedule 8.5. Such reduction, if any, shall first reduce the amount of the Convertible Note, dollar
for dollar, and to the extent the amount of the Convertible Note is reduced to zero, any remaining shortfall shall reduce the Cash Payment, dollar for dollar. The closing or closings with respect to
the Purchased Assets and Assumed Liabilities not sold, transferred, assigned, conveyed and delivered, and purchased, acquired and accepted, at the Primary Closing (each, a
"Subsequent Closing") shall occur from time to time as promptly as practical after the conditions set forth in Section 8.1have been satisfied with
respect to the portion of the Business conducted in any particular jurisdiction. At each Subsequent Closing,
Buyer shall pay to Seller and the Seller Subsidiaries, as applicable, the net book value of the Purchased Assets (as reflected in the books and records of Seller or the applicable Seller Subsidiary at
such time), other than the Avaya Tianjin shares, which shall be equal to the value onSchedule 8.5, being transferred at such Subsequent Closing
and assume all related Assumed Liabilities at such Subsequent Closing. In no event shall the conditions set forth inSections 8.2(a)and 8.3(a)be deemed
to apply to any Subsequent Closing, and, except as provided inSection 8.5below, in no event shall the aggregate consideration paid by Buyer to Seller and its Subsidiaries, as applicable, at the Primary Closing and all Subsequent Closings be less than or more than the
Purchase Price. The sale, assignment, transfer, conveyance and delivery, and the purchase, acquisition and acceptance, of the Purchased Assets and the Assumed Liabilities at each Subsequent Closing
shall be effected pursuant to short-form bills of sale and assumption agreements, in each case in such form as Seller and Buyer mutually agree satisfies the requirements of applicable
local Law. From and after the Primary Closing, the entirety of the Business (including that portion operated by Seller and the Seller Subsidiaries) shall be operated for the benefit and detriment of
Buyer in accordance withSection 2.6.

8.5Sale of Avaya Tianjin Shares.If the Transferred Avaya Tianjin Shares are transferred to any Third Party in
accordance with the applicable provisions of any existing contractual obligations of Seller or any Seller Subsidiary (or the applicable provisions of the joint venture agreement, limited liability
company agreement or other governing documents of Avaya Tianjin), then if the purchase price received by Seller is greater than the value of the Transferred Avaya Tianjin Shares as set forth on Schedule 8.5, Seller shall pay to Buyer 50% of the amount by which such purchase price exceeds such
value. Any payments required by the preceding sentence shall be made by wire transfer of immediately available funds within 10 Business Days after written notice from Seller is received by Buyer (with
such written notice detailing the material terms and purchase price with respect to any transfer of Transferred Avaya Tianjin Shares to a Third Party); providedthat such notice will be sent by Seller
as soon as practicable after the receipt by Seller of the purchase price with respect to any transfer
of Transferred Avaya Tianjin Shares to a Third Party. Any Transferred Avaya Tianjin Shares that are transferred to any Third Party shall no longer be considered a Purchased Asset for purposes of this
Purchase Agreement and, as of the date of such transfer, the Convertible Note shall be deemed to be reduced downward by the amount set forth on Schedule 8.5, or to the extent that the Convertible
Note is not outstanding, Seller shall pay to Buyer the amount set forth on Schedule 8.5in cash by wire transfer of immediately available funds to such account or accounts as Buyer may designate in
writing.

ARTICLE IX

STATUS OF AGREEMENTS

The rights and obligations of Parent and Buyer and Seller under this Purchase Agreement shall be subject to the following terms and conditions:

9.1Survival.The covenants contained in this Purchase Agreement, unless otherwise expressly set forth herein,
shall survive the Closing without limitation. The representations and warranties of Parent and Buyer and Seller contained in this Purchase Agreement shall survive the Closing solely for purposes of
thisArticle IXand such representations and warranties shall terminate at the close of business on the date that is 18 months after the
Closing Date (the "Claims Period") (and for the

57

---

avoidance
of doubt, claims asserted in writing (which shall state in reasonable detail the basis of such claim, together with supporting documentation) before such date shall be deemed timely made
regardless of whether litigation or arbitration proceedings are commenced by such date);provided, however, that such limitation shall not apply to the
following:



Neither
Seller nor Buyer shall have any Liability whatsoever with respect to any such representations or warranties after such applicable period, except with respect to claims for which
notice was provided prior to the expiration of such periods.

9.2Indemnification Provisions for Benefit of Parent and Buyer.Seller shall indemnify and hold harmless Parent,
Buyer and their Affiliates and any director, officer, employee or agent of Parent and Buyer or such Affiliates (each, a "Buyer Indemnified Party"), from
and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorneys'
fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively,
"Losses") incurred, suffered or sustained by any Buyer Indemnified Party to the extent that such Losses result from, arise out of, relate to, are based
upon, or are caused by (a) subject toSection 9.1, any breach or inaccuracy of any representation or warranty of Seller contained in this
Purchase Agreement or any certificates delivered pursuant to this Purchase Agreement (without giving effect to any qualification as to materiality or Seller Material Adverse Effect), (b) the
breach by Seller of, or failure by Seller to comply with, any covenant or agreement contained in this Purchase Agreement to the extent not theretofore waived in writing by Parent or Buyer,
(c) any Excluded Liability, (d) Buyer's waiver of any applicable Bulk Sales Laws, or (e) any and all grievances or other disputes filed against Seller or any Affiliate of Seller
pursuant to any Collective Bargaining Agreement or Non-U.S. Collective Bargaining Agreement or other agreement between Seller and the unions to the extent attributable to any act or
omission occurring on or prior the Closing Date.

9.3Indemnification Provisions for Benefit of Seller.Parent and Buyer shall indemnify and hold harmless Seller
and its Affiliates and any director, officer, employee or agent of Seller or such Affiliates (each a "Seller Indemnified Party") from and against any
and all Losses resulting from, arising out of, relating to, based upon, or caused by (a) any breach or misrepresentation of any such representation or warranty of Parent or Buyer contained in
this Purchase Agreement or any certificates delivered pursuant to this Purchase Agreement (without giving effect to any qualification as to materiality or Buyer Material Adverse Effect),
(b) any breach by Parent or Buyer of or failure to comply with any covenant or agreement contained in this Purchase Agreement, to the extent not theretofore waived in writing by Seller,
(c) any Assumed Liability, (d) Buyer's operation of the Business following the Closing, except for matters where Seller has agreed to indemnify Buyer pursuant to Section 9.2of this
Purchase Agreement, or (e) any Liability related to Avaya Tianjin, except with respect to Losses for which a Buyer
Indemnified Party is indemnified by Seller pursuant toSection 9.2(a).

58

---

9.4Indemnity Adjustments.



9.5Limitation on Indemnification.



59

---



9.6General Procedures for Indemnification.



60

---



ARTICLE X

MISCELLANEOUS PROVISIONS

10.1Notices.All notices and other communications hereunder shall be in writing and shall be deemed to have
been duly given upon receipt if (a) mailed by certified or registered mail, return receipt requested, (b) sent by Federal Express or other express carrier, fee prepaid, (c) sent
via facsimile with receipt confirmed or (d) delivered personally, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

If to Seller, to:

Avaya Inc.
Attn: Justin C. Choi, Vice PresidentMergers and Acquisitions
211 Mt. Airy Road
Basking Ridge, NJ 07920
Facsimile: (908) 953-4912With a copy to:

Weil, Gotshal & Manges LLP
Attn: Akiko Mikumo
Michael S. Colvin
767 Fifth Avenue
New York, NY 10153
Facsimile: (212) 310-8007


61

---

If to Parent or Buyer, to:

CommScope, Inc.
Attn: Frank B. Wyatt, II
1100 CommScope Place, SE
Hickory, NC 28602
Facsimile: (828) 431-2520With a copy to:

Fried, Frank, Harris, Shiver & Jacobson
Attn: Christopher Ewan
One New York Plaza
New York, NY 10004
Facsimile: (212) 859-4000


10.2Expenses.Except as otherwise provided in this Purchase Agreement, each party to
this Purchase Agreement will bear all the fees, costs and expenses that are incurred by it (or, in the case of Seller, by any Affiliate or Seller Subsidiary) in connection with the transactions
contemplated hereby, whether or not such transactions are consummated, and all such fees, costs and expenses incurred by Seller or any Seller Subsidiary shall be Excluded Liabilities.

10.3Entire Agreement; Modification.The agreement of the parties, which consists of this Purchase Agreement
(including the Schedules and Exhibits hereto) and the Collateral Agreements, sets forth the entire agreement and understanding between the parties and supersedes any prior agreement or understanding,
written or oral, relating to the subject matter of this Purchase Agreement and the Collateral Agreements. No amendment, supplement, modification or waiver of this Purchase
Agreement shall be binding unless executed in writing by the party to be bound thereby, and in accordance withSections 11.4and 11.5.

10.4Assignment; Binding Effect; Severability.This Purchase Agreement may not be assigned by any party hereto
without the other party's written consent, except for (a) assignments and transfers by operation of Law, (b) prior to Closing, Parent and Buyer may assign any or all of their rights,
interests and obligations hereunder to one or more direct or indirect Subsidiaries of Parent, provided that in such case Parent and Buyer nonetheless will remain responsible for the performance of
their respective obligations hereunder and (c) Parent and Buyer may assign any or all of their rights and interests hereunder to any bank, agent for a lenders syndicate or other lender to
Parent, Buyer or any of their Affiliates or Subsidiaries for collateral security. This Purchase Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal
representatives and permitted assigns of each party hereto. The provisions of this Purchase Agreement are severable, and in the event that any one or more provisions are deemed illegal or
unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Purchase Agreement to become materially adverse to either party, in
which event the parties shall use reasonable best efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

10.5Governing Law.THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, IRRESPECTIVE OF THE CHOICE OF LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY,
PERFORMANCE AND REMEDIES.

10.6Consent to Jurisdiction.Each of Parent, Buyer and Seller irrevocably submits, and Seller agrees to cause
the Seller Subsidiaries to irrevocably submit to, the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court
for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Purchase Agreement or any transaction contemplated hereby (and each agrees that no
such action, suit or proceeding relating to this Purchase Agreement or any transaction contemplated hereby

62

---

shall
be brought by it or any of its Affiliates except in such courts). Each of Parent, Buyer and Seller further agrees and Seller agrees to cause the Seller Subsidiaries to agree, that service of any
process, summons, notice or document by U.S. registered mail to such person's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York
with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Buyer and Seller irrevocably and unconditionally waives
(and agrees not to plead or claim), and Seller agrees to cause the Seller Subsidiaries to irrevocably and unconditionally waive (and not to plead or claim), any objection to the laying of venue of any
action, suit or proceeding arising out of this Purchase Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the
United States District Court for the Southern District of New York or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

10.7Waiver of Jury Trial.Each party hereby waives, and agrees to cause each of its Affiliates to waive, to the
fullest extent permitted by applicable Law, any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Purchase
Agreement. Each party (a) certifies that no representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to
enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Purchase Agreement by, among other things, the mutual waivers and
certifications in thisSection 10.7.

10.8Execution in Counterparts.This Purchase Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.9Public Announcement.Prior to the signing of this Purchase Agreement, Seller, Parent and Buyer shall
prepare a mutually agreeable releases announcing the transaction contemplated hereby. Except for such press releases, neither Seller, Parent nor Buyer shall, without the approval of the other, make
any press release or other public announcement concerning the existence of this Purchase Agreement or the terms of the transactions contemplated by this Purchase Agreement, except as and to the extent
that any such party shall be so obligated by Law, in which case the other party shall be advised and the parties shall use their reasonable best efforts to cause a mutually agreeable release or
announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to comply with accounting, stock exchange or federal securities Law
disclosure obligations.

10.10No Third-Party Beneficiaries.Except as expressly provided in Article IX, nothing in this Purchase Agreement,
express or implied, is intended to or shall (a) confer on any Person other than the
parties hereto and their respective successors or assigns any rights (including Third-Party beneficiary rights), remedies, obligations or liabilities under or by reason of this Purchase Agreement or
(b) constitute the parties hereto as partners or as participants in a joint venture. This Purchase Agreement shall not provide Third Parties with any remedy, claim, liability, reimbursement,
cause of action or other right in excess of those existing without reference to the terms of this Purchase Agreement. Nothing in this Purchase Agreement shall be construed as giving to any Business
Employee, or any other individual, any right or entitlement under any employee benefit plan (as described in Section 3(3) of ERISA), policy or procedure maintained by Seller or Buyer, except as
expressly provided in such plan, policy or procedure. No Third Party shall have any rights under Section 502, 503 or 504 of ERISA or any regulations thereunder because of this Purchase
Agreement that would not otherwise exist without reference to this Purchase Agreement. Except as expressly provided inArticle IX, no Third Party
shall have any right, independent of any right that exists irrespective of this Purchase Agreement, under or granted by this Purchase Agreement, to bring any suit at law or equity for any matter
governed by or subject to the provisions of this Purchase Agreement.

63

---

ARTICLE XI

TERMINATION AND WAIVER

11.1Termination.This Purchase Agreement may be terminated at any time prior to the Closing Date by:



provided,however, that the party seeking termination pursuant to clause (b), (c) or
(e) is not then in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Purchase Agreement.

11.2Effect of Termination.In the event of the termination of this Purchase Agreement in accordance with Section 11.1,
this Purchase Agreement shall become void and have no effect, without any liability on the part of any party or its directors,
officers or stockholders, except under the Confidentiality Agreement and for the obligations of the parties hereto as provided inArticle VIrelating to the
obligations of Parent, Buyer and Seller to keep confidential certain information,Section 10.2relating to certain expenses, Section 10.9relating to publicity and thisSection 11.2; provided,however, that nothing herein, and no termination
of this Purchase Agreement, shall relieve any
party hereto from liability for any breach or default under this Purchase Agreement prior to the effectiveness of such termination. Nothing in this Section 11.2shall be deemed to release either
party from any liability for any willful and material breach of any obligation hereunder.

11.3Collateral Agreements; Material to Be Returned.



64

---



11.4Waiver of Agreement.Any term or condition hereof may be waived at any time prior to the Closing Date by
the party hereto which is entitled to the benefits thereof by action taken by a duly authorized officer or employee, whether before or after the action of such party; provided,however, that such action shall be evidenced by a written instrument duly executed on behalf
of such party by such duly authorized officer or employee. The failure of either party to enforce at any time any provision of this Purchase Agreement shall not be construed to be a waiver of such
provision nor shall it in any way affect the validity of this Purchase Agreement or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this
Purchase Agreement shall be held to constitute a waiver of any other or subsequent breach.

11.5Amendment of Agreement.This Purchase Agreement may be amended with respect to any provision contained
herein at any time prior to the Closing Date by action of the parties hereto taken by their duly authorized officers or employees; provided, however, that such amendment shall be evidenced by a
written instrument duly executed on behalf of each party by such duly authorized officers or employees.

65

---

IN
WITNESS WHEREOF, each party has caused this Purchase Agreement to be duly executed on its behalf by its duly authorized officer as of the date first written above.

| |  | AVAYA INC.      
| |  | ----------------
| |  | By:             
| |  | COMMSCOPE, INC. 
| |  | By:             
| |  | SS HOLDINGS, LLC
| |  | By:             

66

---



TABLE OF CONTENTS

|ARTICLE I   |      | DEFINITIONS                              |                                                                                   | 1 
|----------- | ---- | ---------------------------------------- | --------------------------------------------------------------------------------- | --
|            | 1.1  |                                          | Defined Terms                                                                     |   
|            | 1.2  |                                          | Additional Defined Terms                                                          |   
|            | 1.3  |                                          | Other Definitional and Interpretive Matters                                       |   
|ARTICLE II  |      | PURCHASE AND SALE OF THE BUSINESS        |                                                                                   | 12
|            | 2.1  |                                          | Purchase and Sale of Assets                                                       |   
|            | 2.2  |                                          | Excluded Assets                                                                   |   
|            | 2.3  |                                          | Purchase Price                                                                    |   
|            | 2.4  |                                          | Adjustment of Cash Payment; IT Transfer Costs                                     |   
|            | 2.5  |                                          | Assumed Liabilities                                                               |   
|            | 2.6  |                                          | Excluded Liabilities                                                              |   
|            | 2.7  |                                          | Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties |   
|            | 2.8  |                                          | No Licenses                                                                       |   
|            | 2.9  |                                          | Bulk Sales Law                                                                    |   
|            | 2.10 |                                          | Taxes                                                                             |   
|            | 2.11 |                                          | Parent Guaranty                                                                   |   
|ARTICLE III |      | REPRESENTATIONS AND WARRANTIES OF SELLER |                                                                                   | 21
|            | 3.1  |                                          | Organization and Qualification; Seller Subsidiaries                               |   
|            | 3.2  |                                          | Avaya Tianjin                                                                     |   
|            | 3.3  |                                          | Authorization; Binding Effect                                                     |   
|            | 3.4  |                                          | Non-Contravention; Consents                                                       |   
|            | 3.5  |                                          | Title to Personal Property; Principal Equipment; Sufficiency of Assets            |   
|            | 3.6  |                                          | Real Estate                                                                       |   
|            | 3.7  |                                          | Compliance With Laws                                                              |   
|            | 3.8  |                                          | Business Employees                                                                |   
|            | 3.9  |                                          | Material Contracts                                                                |   
|            | 3.10 |                                          | Environmental Matters                                                             |   
|            | 3.11 |                                          | Financial Statement; Undisclosed Liabilities; Absence of Changes                  |   
|            | 3.12 |                                          | Intellectual Property                                                             |   
|            | 3.13 |                                          | Brokers                                                                           |   
|            | 3.14 |                                          | Taxes                                                                             |   
|            | 3.15 |                                          | Value-Added Resellers, Distributors and Suppliers                                 |   
|            |      |                                          |                                                                                   |   

i

---

|           | 3.16 |                                         | Business Records                                    |    | 33
|---------- | ---- | --------------------------------------- | --------------------------------------------------- | -- | --
|           | 3.17 |                                         | Litigation                                          |    | 33
|           | 3.18 |                                         | Affiliated Transactions                             |    | 34
|           | 3.19 |                                         | Product Recalls; Defects                            |    | 34
|           | 3.20 |                                         | Accounts Receivable                                 |    | 34
|           | 3.21 |                                         | Distributor Incentive and Marketing Programs        |    | 34
|           | 3.22 |                                         | Inventory                                           |    | 34
|           | 3.23 |                                         | Securities Act                                      |    | 34
|ARTICLE IV |      | REPRESENTATIONS AND WARRANTIES OF BUYER |                                                     | 35
|           | 4.1  |                                         | Organization and Qualification                      |    | 35
|           | 4.2  |                                         | Authorization; Binding Effect                       |    | 35
|           | 4.3  |                                         | Non-Contravention; Consents                         |    | 35
|           | 4.4  |                                         | SEC Reports; Financial Statements                   |    | 36
|           | 4.5  |                                         | Parent Common Stock                                 |    | 36
|           | 4.6  |                                         | Brokers                                             |    | 36
|           | 4.7  |                                         | Sufficiency of Funds                                |    | 36
|           | 4.8  |                                         | No Inducement or Reliance; Independent Assessment.  |    | 37
|ARTICLE V  |      | CERTAIN COVENANTS                       |                                                     | 37
|           | 5.1  |                                         | Access and Information                              |    | 37
|           | 5.2  |                                         | Conduct of Business                                 |    | 39
|           | 5.3  |                                         | Tax Reporting and Allocation of Consideration       |    | 40
|           | 5.4  |                                         | Transferred Employees                               |    | 41
|           | 5.5  |                                         | Reasonable Best Efforts                             |    | 48
|           | 5.6  |                                         | Contacts with Suppliers and Customers               |    | 48
|           | 5.7  |                                         | Sale by Buyer of Inventory Marked With Avaya's Name |    | 48
|           | 5.8  |                                         | Non-Solicitation of Employees                       |    | 49
|           | 5.9  |                                         | Home Depot                                          |    | 49
|           | 5.10 |                                         | Financing                                           |    | 49
|           | 5.11 |                                         | Advice of Changes                                   |    | 50
|           | 5.12 |                                         | Third Party Confidentiality Agreements              |    | 50
|           | 5.13 |                                         | No Negotiation or Solicitation                      |    | 50
|           | 5.14 |                                         | Non-Competition                                     |    | 50
|           | 5.15 |                                         | Collateral Agreements                               |    | 51
|           | 5.16 |                                         | Financial Statements                                |    | 51
|           |      |                                         |                                                     |   

ii

---

|             | 5.17 |                                    | Listing of Shares                                          |    | 51
|------------ | ---- | ---------------------------------- | ---------------------------------------------------------- | -- | --
|             | 5.18 |                                    | Past Due Licenses                                          |    | 51
|             | 5.19 |                                    | Supply Agreement                                           |    | 52
|ARTICLE VI   |      | CONFIDENTIAL NATURE OF INFORMATION |                                                            | 52
|             | 6.1  |                                    | Confidentiality Agreement                                  |    | 52
|             | 6.2  |                                    | Proprietary Subject Matter                                 |    | 53
|ARTICLE VII  |      | CLOSING                            |                                                            | 54
|             | 7.1  |                                    | Deliveries by Seller or the Seller Subsidiaries            |    | 54
|             | 7.2  |                                    | Deliveries by Parent and Buyer                             |    | 54
|             | 7.3  |                                    | Closing Date                                               |    | 55
|             | 7.4  |                                    | Contemporaneous Effectiveness                              |    | 55
|ARTICLE VIII |      | CONDITIONS PRECEDENT TO CLOSING    |                                                            | 55
|             | 8.1  |                                    | General Conditions                                         |    | 55
|             | 8.2  |                                    | Conditions Precedent to Parent's and Buyer's Obligations   |    | 55
|             | 8.3  |                                    | Conditions Precedent to Seller's Obligations               |    | 56
|             | 8.4  |                                    | Subsequent Closings                                        |    | 56
|             | 8.5  |                                    | Sale of Avaya Tianjin Shares                               |    | 57
|ARTICLE IX   |      | STATUS OF AGREEMENTS               |                                                            | 57
|             | 9.1  |                                    | Survival                                                   |    | 57
|             | 9.2  |                                    | Indemnification Provisions for Benefit of Parent and Buyer |    | 58
|             | 9.3  |                                    | Indemnification Provisions for Benefit of Seller           |    | 58
|             | 9.4  |                                    | Indemnity Adjustments                                      |    | 59
|             | 9.5  |                                    | Limitation on Indemnification                              |    | 59
|             | 9.6  |                                    | General Procedures for Indemnification                     |    | 60
|ARTICLE X    |      | MISCELLANEOUS PROVISIONS           |                                                            | 61
|             | 10.1 |                                    | Notices                                                    |    | 61
|             | 10.2 |                                    | Expenses                                                   |    | 62
|             | 10.3 |                                    | Entire Agreement; Modification                             |    | 62
|             | 10.4 |                                    | Assignment; Binding Effect; Severability                   |    | 62
|             | 10.5 |                                    | Governing Law                                              |    | 62
|             | 10.6 |                                    | Consent to Jurisdiction                                    |    | 62
|             | 10.7 |                                    | Waiver of Jury Trial                                       |    | 63
|             | 10.8 |                                    | Execution in Counterparts                                  |    | 63
|             | 10.9 |                                    | Public Announcement                                        |    | 63
|             |      |                                    |                                                            |   

iii

---

|           | 10.10 |                        | No Third-Party Beneficiaries                   |    | 63
|---------- | ----- | ---------------------- | ---------------------------------------------- | -- | --
|ARTICLE XI |       | TERMINATION AND WAIVER |                                                | 64
|           | 11.1  |                        | Termination                                    |    | 64
|           | 11.2  |                        | Effect of Termination                          |    | 64
|           | 11.3  |                        | Collateral Agreements; Material to Be Returned |    | 64
|           | 11.4  |                        | Waiver of Agreement                            |    | 65
|           | 11.5  |                        | Amendment of Agreement                         |    | 65

iv

---

EXHIBITS

|Exhibit A   |  | Environmental Remediation License Agreement                
|----------- |  | -----------------------------------------------------------
|Exhibit B   |  | Full Financing Side Letter                                 
|Exhibit C-1 |  | Intellectual Property License Agreement                    
|Exhibit C-2 |  | Patent Assignment                                          
|Exhibit C-3 |  | Trademark Assignment (by Avaya Inc.)                       
|Exhibit C-4 |  | Trademark Assignment (by Avaya Integrated Cabinet Solution)
|Exhibit C-5 |  | Technology Assignment Agreement                            
|Exhibit C-6 |  | Transitional Trademark License Agreement                   
|Exhibit D   |  | Registration Rights Agreement                              
|Exhibit E   |  | SMP Letter Agreement                                       
|Exhibit F   |  | Standstill Agreement                                       
|Exhibit G   |  | Convertible Note                                           
|Exhibit H   |  | Commitment Letter                                          

v

---

SCHEDULES

|Schedule 1.1        |  | Seller's knowledge                                                                                      
|------------------- |  | --------------------------------------------------------------------------------------------------------
|Schedule 2.1(m)     |  | Agreements with Respect to Transferred Employees                                                        
|Schedule 2.1(m)     |  | Agreements                                                                                              
|Schedule 2.2(e)     |  | Excluded Agreements                                                                                     
|Schedule 2.2(f)     |  | Excluded Land                                                                                           
|Schedule 2.2(i)     |  | Other Excluded Rights, Properties and Assets                                                            
|Schedule 2.2(p)     |  | Singapore Property                                                                                      
|Schedule 2.4(a)     |  | Estimated Closing Net Assets Calculations                                                               
|Schedule 2.5(c)     |  | ACS US Vehicle List as of September 30, 2003 and ACS International Vehicle List as of September 30, 2003
|Schedule 3.1        |  | Seller Subsidiaries                                                                                     
|Schedule 3.2        |  | Avaya Tianjin                                                                                           
|Schedule 3.4(a)     |  | Non-Contravention                                                                                       
|Schedule 3.4(b)(ii) |  | Required Consents                                                                                       
|Schedule 3.5(a)     |  | Exceptions to Title to Personal Property                                                                
|Schedule 3.5(b)     |  | Condition of Principal Equipment                                                                        
|Schedule 3.6(a)     |  | Assumed Leases; Leased Premises                                                                         
|Schedule 3.6(b)     |  | Transferred Premises                                                                                    
|Schedule 3.7(b)     |  | Governmental Permits                                                                                    
|Schedule 3.8(a)(i)  |  | Business Employees                                                                                      
|Schedule 3.8(a)(ii) |  | Other Agreements Covering Employees                                                                     
|Schedule 3.8(b)     |  | Company Plans and Employment Agreements                                                                 
|Schedule 3.8(d)     |  | Company Plan Compliance                                                                                 
|Schedule 3.8(g)     |  | Compensation and Plan Changes                                                                           
|Schedule 3.8(g)(i)  |  | Company Plan Events                                                                                     
|Schedule 3.8(h)     |  | Labor Disputes/ Certification for Collective Bargaining Agent                                           
|Schedule 3.8(i)     |  | WARN Act                                                                                                
|Schedule 3.8(k)     |  | Plan Liability                                                                                          
|Schedule 3.8(l)     |  | Plan Trust                                                                                              
|Schedule 3.8(m)     |  | Pension Plan Information                                                                                
|Schedule 3.8(n)     |  | Independent Contractor Status                                                                           
|Schedule 3.9        |  | Material Contracts                                                                                      
|Schedule 3.10       |  | Environmental Matters                                                                                   
|Schedule 3.11(a)    |  | Financial Statements                                                                                    
|Schedule 3.11(b)    |  | Exceptions to Financial Statements in Accordance with GAAP                                              
|Schedule 3.11(c)    |  | Undisclosed Liabilities                                                                                 
|Schedule 3.11(d)    |  | Pre-signing Conduct of Business                                                                         
|Schedule 3.12(a)    |  | Sufficiency of Intellectual Property                                                                    
|Schedule 3.12(b)    |  | Intellectual Property Claims or Proceedings                                                             
|Schedule 3.12(c)    |  | Intellectual Property Breaches                                                                          
|Schedule 3.14(g)    |  | Deferred, Roll Back Tax, Tax Rebate or Incentive Programs                                               
|Schedule 3.15       |  | Distributors, VARS and Suppliers                                                                        
|Schedule 3.17       |  | Litigation                                                                                              
|Schedule 3.17(a)    |  | Grievances                                                                                              
|Schedule 3.18       |  | Affiliated Transactions                                                                                 
|Schedule 3.19       |  | Product Recalls/Defects                                                                                 
|Schedule 3.21       |  | Distributor Incentive and Marketing Programs                                                            
|Schedule 3.21(a)    |  | U.S. Distributor Incentive and Marketing Programs                                                       
|                    |  |                                                                                                         

vi

---

|Schedule 3.22(a) |  | Consigned Material from Vendors  
|---------------- |  | ---------------------------------
|Schedule 3.22(b) |  | Consigned Material from Customers
|Schedule 4.3(b)  |  | Buyer's Consents                 
|Schedule 5.2     |  | Post-signing Conduct of Business 
|Schedule 5.2(a)  |  | Dropped Patents                  
|Schedule 5.2(b)  |  | Capital Expenditures             
|Schedule 5.4(f)  |  | Pension Transfer Assumptions     
|Schedule 5.4(p)  |  | Foreign Transferred Employees    
|Schedule 5.4(s)  |  | Irish Pension Assumptions        
|Schedule 8.5     |  | Tianjin Valuation                

vii

---

NOTE:
The Schedules to this Exhibit 2.2, which are listed on pages vi and vii of this Exhibit 2.2, have been omitted as they do not contain information that is material to
an investment decision and not otherwise disclosed in Exhibit 2.2. The Company hereby agrees to furnish supplementally a copy of any omitted Schedule to the Commission upon request.

viii

---

QuickLinks