0001104659-07-045368 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • June 5th, 2007 • Avaya Inc • Telephone & telegraph apparatus • Delaware

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”).

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