Exhibit
4.1


EXECUTION VERSION


AMENDMENT
NO. 2 TO RIGHTS AGREEMENT


Amendment No. 2
(this “Amendment”), dated as of June 4, 2007, to the Rights
Agreement, dated as of September 29, 2000, between Avaya Inc., a Delaware
corporation (the “Company”), and THE BANK OF NEW YORK, as Rights Agent
(the “Rights Agent”), as amended on February 28, 2002 (the “Agreement”).


WHEREAS, the
Company, Sierra Holdings Corp., a Delaware corporation (“Parent”), and
Sierra Merger Corp., a Delaware corporation (“Merger Sub”), are entering
into an Agreement and Plan of Merger, dated as of June 4, 2007 (the “Merger
Agreement”), pursuant to which the Merger Sub will be merged with and into
the Company, with the Company continuing as the surviving corporation (the “Merger”);


WHEREAS, the Board
of Directors of the Company has approved, authorized and adopted the Merger
Agreement and the transactions contemplated thereby;


WHEREAS, the Board
of Directors of the Company has determined, in connection with the execution of
the Merger Agreement, that it is desirable to amend the Rights Agreement to
exempt the Merger Agreement, and the transactions contemplated thereby,
including, without limitation, the Merger, from the application of the Rights
Agreement as set forth in this Amendment;


WHEREAS, as of the
time immediately prior to the execution of this Amendment, no Person has become
an Acquiring Person;


WHEREAS, Section
27 of the Agreement provides that at any time prior to the time any person
becomes an Acquiring Person, the Company may, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of the Agreement in any
manner which the Company may deem necessary or desirable without the approval
of any holder of Rights, subject to certain limitations provided therein;


WHEREAS, Section
27 of the Agreement provides that any supplement or amendment to the Agreement
becomes effective immediately upon execution by the Company, whether or not
executed by the Rights Agent, so long as it is duly approved by the Company and
does not affect certain sections provided therein, pertaining to the rights,
duties and obligations of the Rights Agent; and


WHEREAS, the
Company desires to amend the Rights Agreement as set forth herein and to direct
the Rights Agent to execute this Amendment.


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:












 


SECTION 1.  AMENDMENTS TO THE AGREEMENT.  The Agreement is hereby amended as follows:


1.1           New Definitions.  Section 1 of the Agreement is hereby amended
by inserting the following subsections at the end of such Section 1:


(ll) “Merger” shall have the meaning set forth
in the Merger Agreement.


(mm) “Merger Agreement” shall mean the
Agreement and Plan of Merger, dated as of June 4, 2007, among Sierra
Holdings Corp., a Delaware corporation (“Parent”), Sierra Merger Corp.,
a Delaware corporation (“Merger Sub”), and the Company, as it may be
amended from time to time.


1.2           Amendment to Definition of “Acquiring
Person”.  Section 1(a) of the
Agreement is hereby amended by inserting the following sentences at the end of
such Section 1(a):


“Notwithstanding anything in this Section 1(a) to the contrary, none of
Parent, its Subsidiaries, Affiliates and Associates, including Merger Sub, is,
nor shall any of them be deemed to be, an Acquiring Person solely by reason of
(i) the approval, adoption, execution, or delivery of the Merger
Agreement, (ii) the approval or consummation of the Merger, (iii) the
approval or consummation of any other transaction contemplated by the Merger
Agreement, or (iv) the announcement of any of the foregoing, it being the
purpose of the Company in adopting this amendment to the Agreement that neither
the execution of the Merger Agreement by any of the parties nor the
consummation of the transactions contemplated thereby shall in any respect give
rise to any provisions of the Agreement becoming effective.  Each event described in subclauses (i)
through (iv) are referred to herein as an “Exempted Transaction.”


1.3           Amendment to Definition of “Beneficial
Owner”.  Section 1(d) of the
Agreement shall be amended by inserting the following at the end of Section
1(d):


“Notwithstanding anything in this Section 1(d) to the contrary, none of
Parent, its Subsidiaries, Affiliates and Associates, including Merger Sub,
shall be deemed to be a Beneficial Owner of, or to beneficially own, any
securities solely by virtue of or as a result of any Exempted Transaction.”


1.4           Amendment to Definition of “Shares
Acquisition Date”.  Section 1(ee) of
the Agreement shall be amended by inserting the following at the end of Section
1(ee):


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur or be deemed to have
occurred by virtue of or as a result of any Exempted Transaction.”



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1.5           Amendment to Section 3(a).  Section 3(a) of the Agreement shall be
amended by inserting the following at the end of Section 3(a):


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur or be deemed to have occurred by
virtue of or as a result of any Exempted Transaction.”


1.6           Amendment to Section 7(a).
Clause (i) in Section 7(a) of the Agreement shall be amended and restated in
its entirety to read as follows:


“(i) (A) the Close of Business on September 29, 2010 or (B) immediately
prior to the Effective Time (as defined in the Merger Agreement), but only if
such Effective Time shall occur (the earlier of (A) and (B) being herein
referred to as the “Final Expiration Date”)”.


1.7           Amendment to Section 13(b).
Section 13(b) of the Agreement shall be amended by inserting the following
provisions at the end of Section 13(b):


“Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Parent, its Subsidiaries, Affiliates or Associates,
including Merger Sub, is, nor shall any of them be deemed to be, a Principal
Party by virtue of or as a result of any Exempted Transaction”


1.8           Addition of Section 34.   A new Section 34 is hereby added to the end
of the Agreement, which new Section 34 shall read in its entirety as follows:


“SECTION 34. Termination. 
On the Final Expiration Date, (a) this Agreement shall be terminated and
be without any further force or effect, (b) none of the parties to this
Agreement will have any rights, obligations or liabilities thereunder and (c)
the holders of the Rights shall not be entitled to any benefits, rights or
other interests under this Agreement, including, without limitation, the right
to purchase or otherwise acquire Preferred Shares or any other securities of
the Company.”


SECTION 2.  DIRECTION TO RIGHTS AGENT.  The Company hereby directs The Bank of New
York, in its capacity as Rights Agent and in accordance with the terms of
Section 27 of the Agreement, to execute this Amendment.


SECTION 3.  EFFECTIVENESS AND CONTINUED
EFFECTIVENESS.  Except as specifically
supplemented and amended, changed or modified in Section 1 above, the Rights
Agreement, as previously amended to the date hereof, shall be unaffected by
this Amendment and remain in full force and effect in accordance with its
terms; provided, however,
that if for any reason the Merger Agreement is terminated or the Merger is
abandoned, then this Amendment shall be of no further force and effect and the
Agreement shall remain exactly the same as it existed immediately prior to
execution of this Amendment.



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SECTION 4.  DEFINITIONS. 
Terms not otherwise defined in this Amendment shall have the meaning
ascribed to such terms in the Agreement. The term “Agreement” as used in
the Agreement shall be deemed to refer to the Agreement as amended hereby, and
all references to the Agreement shall be deemed to include this Amendment.


SECTION 5.  GOVERNING LAW.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.


SECTION 6.  COUNTERPARTS. This Amendment may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.


SECTION 7.  DESCRIPTIVE HEADINGS.  Descriptive headings of the several Sections
of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


[Signature
Page to Follow]



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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.


	
  

  	
  AVAYA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela F. Craven

  
	
   

  	
   

  	
  Name: Pamela F.
  Craven

  
	
   

  	
   

  	
  Title: Chief
  Administrative Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eric Sherbet

  	
   

  
	
   

  	
  Name: Eric
  Sherbet

  	
   

  
	
   

  	
  Title: Corporate
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Kiszka

  
	
   

  	
   

  	
  Name: James F. Kiszka

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Edward
  Timmons

  	
   

  	
   

  
	
   

  	
  Name: Edward
  Timmons

  	
   

  	
   

  
	
   

  	
  Title: Vice
  President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 



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