assigns pursuant to Section 3.6.
[SIGNATURE PAGES FOLLOW]
AVAYA INC., By:
Name:
Title:
AVAYA HOLDINGS CORP., By:
Name:
Title:
EACH OF THE CREDIT PARTIES LISTED ON ANNEX A HERETO, By:
Name:
Title:
[Acknowledgment - Amended and Restated Intercreditor Agreement]
ANNEX A TO ACKNOWLEDGMENT
CREDIT PARTIES
AC TECHNOLOGIES, INC.
AVAYA CALA INC.
AVAYA EMEA LTD.
AVAYA FEDERAL SOLUTIONS, INC.
AVAYA GOVERNMENT SOLUTIONS INC.
AVAYA INTEGRATED CABINET SOLUTIONS INC.
AVAYA MANAGEMENT SERVICES INC.
AVAYA WORLD SERVICES INC.
INTEGRATED INFORMATION TECHNOLOGY CORPORATION
SIERRA ASIA PACIFIC INC.
TECHNOLOGY CORPORATION OF AMERICA, INC.
UBIQUITY SOFTWARE CORPORATION
VPNET TECHNOLOGIES, INC.
AVAYA HOLDINGS LLC
AVAYA HOLDINGS TWO, LLC
OCTEL COMMUNICATIONS LLC
RADVISION, INC.
AVAYALIVE INC.
EXHIBIT A
JUNIOR SECURED INDEBTEDNESS DESIGNATION
DESIGNATION dated as of
, 20
, by [AVAYA INC.]1 (the
"Company"). Capitalized terms used herein and not otherwise defined herein shall
have the meaning specified in the Amended and Restated Intercreditor Agreement
(as amended, supplemented, restated, amended and restated or otherwise modified
from time to time pursuant to the terms thereof, the "Intercreditor Agreement")
entered into as of [
], 2012 among CITICORP USA, INC., in its
capacities as administrative agent and collateral agent (together with its
successors and assigns in such capacities, the "ABL Agent") for the ABL Secured
Parties, CITIBANK, N.A., in its capacities as administrative agent and
collateral agent (together with its successors and assigns in such capacities,
the "Cash Flow Agent") for the Cash Flow Secured Parties, and each Junior Agent
that from time to time becomes a party thereto pursuant to Section 7.6 thereof.2
Reference is made to that certain [insert name of Junior Agreement], dated as of
, 20
(the "Junior Agreement"), among [list any
applicable Credit Party], [list Junior Lenders] [and Junior Agent, as agent (the
"New Junior Agent")].
Section 7.6 of the Intercreditor Agreement permits the Company to designate
Junior Secured Indebtedness under the Intercreditor Agreement. Accordingly:
Section 1. Representations and Warranties. The Company hereby represents and
warrants to the ABL Agent, the Cash Flow Agent and any Junior Agent that:
(a) The Junior Secured Indebtedness incurred or to be incurred under the Junior
Agreement constitutes "Junior Secured Indebtedness" which complies with the
definition of such term in the Intercreditor Agreement; and
(b) all conditions set forth in Section 7.6 of the Intercreditor Agreement with
respect to the Junior Secured Indebtedness have been satisfied.
Section 2. Designation of Junior Secured Indebtedness. The Company hereby
designates such Junior Secured Indebtedness as Junior Secured Indebtedness under
the Intercreditor Agreement.
[Signature Pages Follow]
1
Revise as appropriate to refer to any permitted successor or assign.
2
Revise as appropriate to refer to any successor Agent and to add reference to
any previously added Junior Agent.
IN WITNESS OF, the undersigned has caused this Designation to be duly executed
by its duly authorized officer or other representative, all as of the day and
year first above written.
[AVAYA INC.] By:
Name:
Title:
[Junior Secured Indebtedness Designation]
EXHIBIT B
JUNIOR SECURED INDEBTEDNESS JOINDER
JOINDER, dated as of