interest and each guarantee was
granted and the rights of the holder of this note in respect thereof.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE
CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER
MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT
AGREEMENT.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
AVAYA INC. By:
Name:
Title:
4
LOANS AND PAYMENTS
Date
Amount of Loan
Maturity Date
Payments of
Principal/Interest
Principal
Balance of Note
Name of
Person Making
the Notation
5
EXHIBIT E
FORM OF
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [the]
[each]1 Assignor (as defined below) and [the] [each]2 Assignee (as defined
below) pursuant to Section 10.07 of the Credit Agreement dated as of October 26,
2007 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Avaya Inc., a Delaware corporation (the "Borrower"),
Sierra Holdings Corp., Citibank, N.A., as administrative agent (in such
capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer, and
each lender from time to time party thereto, receipt of a copy of which is
hereby acknowledged by [the] [each] Assignee. [It is understood and agreed that
the rights and obligations of [the Assignors] [the Assignees]3 hereunder are
several and not joint.]4 Capitalized terms used in this Assignment and
Assumption and not otherwise defined herein have the meanings specified in the
Credit Agreement. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and
assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee
hereby irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, (i) all of [the Assignor's] [the
respective Assignors'] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement, any other
Loan Documents and any other documents or instruments delivered pursuant to any
of the foregoing to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of [the
Assignor] [the respective Assignors] under the facility identified below
(including participations in any Letters of Credit or Swing Line Loans included
in such facility) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of
1 For bracketed language here and elsewhere in this form relating to the
Assignor(s),