Form of 7% Senior Secured Note due 2019



 Exhibit 4.2 
 [Face of Note] 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 







 CUSIP [            ] 

ISIN [            ]1 

[[RULE 144A][REGULATION S] GLOBAL NOTE 
 representing up to 

[$            ] 

7.00% Senior Secured Notes due 2019 
  

			
	No.	  	[$            ]

 AVAYA INC. 
 promises to pay to CEDE & CO. or registered assigns, the principal sum [set
forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                                         United
States Dollars] on April 1, 2019. 
 Interest Payment Dates: April 1 and October 1 

Record Dates2: March 15 and September 15 

 

	1	 Rule 144A Note CUSIP: 053499 AG4 


 Rule 144A Note ISIN: US053499AG41 
 Regulation S Note CUSIP: U05258AC9 

Regulation S Note ISIN: USU05258AC98 

	2	 Each Record Date should be 15 days prior to the next Interest Payment Date 



  
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 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 

Dated:                     ,
20[    ] 
  

			
	AVAYA INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
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 This is one of the Notes referred to in the within-mentioned Indenture: 

 

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as Trustee

		
	By:	 	  

		 	 Authorized Signatory



 Dated: [                    ], 20[    ] 

  
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 [Back of Note] 
 7.00% Senior Secured Notes due 2019 
 Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. Avaya Inc., a Delaware
corporation, promises to pay interest on the principal amount of this Note at 7.00% per annum from February 11, 2011 until maturity. The Issuer will pay interest semi-annually in arrears on April 1 and October 1 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on each Note will accrue from the most recent date to which interest has been paid on such Note or, if no interest
has been paid, from the date of issuance; provided that the first Interest Payment Date shall be October 1, 2011. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are registered Holders of the Notes at the close of
business on the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire
transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying
Agent at least five Business Days in advance of the applicable Interest Payment Date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 3. PAYING AGENT, TRANSFER AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under
the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuer may change any Paying Agent, Transfer Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of February 11, 2011 (the “Indenture”),
among Avaya Inc., the Guarantors named therein and the Trustee and the Notes Collateral Agent. This Note is one of a duly authorized issue of notes of the Issuer designated as its 7.00% Senior Secured Notes due 2019. The Issuer shall be entitled to
issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those expressly made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 5. OPTIONAL REDEMPTION.

 (a) Except as described below under clauses (b) and (c) of this Section 5, the Notes will not be redeemable at
the Issuer’s option before April 1, 2015. 
 (b) At any time prior to April 1, 2015, the Issuer may redeem all or
a part of the Notes, upon notice as provided in Section 3.03 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to
the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(c) Until April 1, 2014, the Issuer may, at its option, on one or more occasions, redeem an aggregate principal amount of the Notes
(including the aggregate principal amount of Additional Notes that are Notes issued 

  
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after the Closing Date) equal to, up to 35.0% of the sum of the aggregate principal amount of Notes (together with any Additional Notes that are Notes issued after the Closing Date), upon notice
provided as described in Section 3.03 of the Indenture, at a redemption price equal to 107.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of
Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds from one or more Equity Offerings; provided that (1) the aggregate principal amount of the Notes that
remain outstanding immediately after the occurrence of each such redemption is equal to or greater than 50.0% of the sum of the aggregate principal amount of any Notes outstanding immediately after the date hereof and Additional Notes issued under
the Indenture after the Closing Date; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. 
 (d) On and after April 1, 2015, the Issuer may redeem the Notes, in whole or in part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as
percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: 
  

					
	 Year
	  	Notes Percentage	 
	 2015
	  	 	103.500	% 
	 2016
	  	 	101.750	% 
	 2017 and thereafter
	  	 	100.000	% 

 (e) Any redemption of
Notes pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least
30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each
Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE.

 (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect
to all the outstanding Notes as set forth in Section 3.03 of the Indenture and Section 5 hereof, the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control
Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of
the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture. 

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale of assets that do not constitute ABL Priority
Collateral, within 10 Business Days of each date that Excess Proceeds exceed $75,000,000, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any First Lien Obligations or Obligations secured by a Lien
permitted under the Indenture (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral), to the holders of such First Lien Obligations and any such other secured Obligations (an “Asset Sale Offer”), to
purchase the maximum aggregate principal amount of the Notes and such First Lien Obligations and any such other secured Obligations that are at least $2,000 or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount 

  
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equal to 100.0% of the principal amount thereof (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the
procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and such First Lien Obligations or any such other secured Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may
use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of Notes or the First Lien Obligations and any such other secured Obligations
surrendered in an Asset Sale Offer by such holders thereof exceeds the amount of Excess Proceeds, the Notes (as selected by the Trustee) and such First Lien Obligations and any such other secured Obligations shall be purchased or repaid on a pro
rata basis based on the accreted value or principal amount of the Notes or such First Lien Obligations and any such other secured Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the
Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any
related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also,
the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of
Control Offer or an Asset Sale Offer. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner
for all purposes. 
 11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or
supplemented as provided in the Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined
in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any,
or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer
proposes to take with respect thereto. 
 13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 14. GOVERNING LAW. THE
LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 

  
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 15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: 

Avaya Inc. 
 211
Mt. Airy Road 
 Basking Ridge, New Jersey 07920 
 Attention: Pamela F. Craven, Chief Administrative Officer 

  
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 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	  	  

		  	 (Insert assignee’s legal name)
  

	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	  

	
	  

	
	  

	
	  


 (Print or type assignee’s name, address and zip code) 
  

			
	and irrevocably appoint	  	  


 to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

Date:
                             

 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)


 Signature Guarantee*:
                                         
        
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the
appropriate box below: 
 [    ]
Section 4.10            [    ] Section 4.14 
 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$             
 Date:                              

 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)



			
		
	Tax Identification No.:	 	  



 Signature Guarantee*:
                                         
        
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is
$            . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive
Note for an interest in this Global Note, have been made: 
  

																	
	 Date of Exchange
	  	Amount of
decrease
in Principal
Amount	 	  	Amount of
increase
in Principal
Amount of this
Global
Note	 	  	Principal Amount
of this 
Global Note
following
such
decrease or
increase	 	  	Signature of
authorized 
officer
of Trustee or
Note Custodian	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			

  

	*	This schedule should be included only if the Note is issued in global form. 


  
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