CREDIT AGREEMENT Dated as of October 26, 2007 among AVAYA INC., as Borrower, SIERRA HOLDINGS CORP., as Holdings, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO MORGAN STANLEY SENIOR...Credit Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 26, 2007, among AVAYA INC., a Delaware corporation (the “Borrower”), SIERRA HOLDINGS CORP., a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT Dated as of October 26, 2007 among AVAYA INC., as Parent Borrower, THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO, SIERRA HOLDINGS CORP., as Holdings, CITICORP USA, INC., as Administrative Agent and Swing Line Lender, CITIBANK, N.A.,...Credit Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 26, 2007, among AVAYA INC., a Delaware corporation (the “Parent Borrower”), the Subsidiary Borrowers party hereto (together with the Parent Borrower, the “Borrowers”), any Subsidiary Guarantors party hereto, SIERRA HOLDINGS CORP., a Delaware corporation (“Holdings”), CITICORP USA, INC., as Administrative Agent and Swing Line Lender, CITIBANK, N.A., as L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
GUARANTY (Cash Flow) dated as of October 26, 2007 among SIERRA HOLDINGS CORP., as Holdings CERTAIN SUBSIDIARIES OF AVAYA INC. IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative AgentGuaranty • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus
GUARANTY dated as of October 26, 2007, among SIERRA HOLDINGS CORP., a Delaware corporation (“Holdings”), certain Subsidiaries of AVAYA INC. from time to time party hereto and CITIBANK, N.A., as Administrative Agent (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AVAYA HOLDINGS LLCLimited Liability Company Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Avaya Holdings LLC (the “Company”) is entered into by Avaya Technology LLC, as the sole member (the “Sole Member”). The Sole Member and any additional members of the Company that may be admitted in accordance with Section 14 hereof are hereinafter referred to as the “Members”.
PLEDGE AND SECURITY AGREEMENT dated as of October 26, 2007 among AVAYA INC., as Borrower SIERRA HOLDINGS CORP., as Holdings CERTAIN SUBSIDIARIES OF AVAYA INC. IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative AgentPledge and Security Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus
PLEDGE AND SECURITY AGREEMENT dated as of October 26, 2007 among SIERRA HOLDINGS CORP., a Delaware corporation (“Holdings”), AVAYA INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto and CITIBANK, N.A., as administrative agent for the Secured Parties (as defined below).
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated: October 24, 2008 among AVAYA INC. and THE GUARANTORS NAMED HEREIN and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentExchange and Registration Rights Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • New York
This Agreement is made pursuant to the Senior Unsecured Bridge Agreement dated October 26, 2007, among the Company, the Lenders referred to therein (the “Lenders”) and the Administrative Agent, as amended by the First Amendment to the Senior Unsecured Bridge Agreement dated as of August 8, 2008 (as amended, the “Bridge Agreement”), which provides for the extension of credit by the Lenders to the Company in the form of (i) Senior Cash-Pay Bridge Loans in an initial aggregate principal amount of $700,000,000 and (ii) Senior PIK Toggle Bridge Loans in an initial aggregate principal amount of $750,000,000. In order to induce the Lenders to enter into the Bridge Agreement, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is required by Section 6.16 of Part A of Article 6 of the Bridge Agreement. In consideration of the foregoing, the parties hereto agree as follows:
Avaya Inc.Executive Employment Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus
This letter-agreement is to confirm our understanding regarding your relocation and housing expenses set forth in section 1.6 of your Executive Employment Agreement (“Agreement”), dated November 26, 2008. As you know, section 9(a) of the Agreement provides that any amendments must be in writing, approved by the Board of Directors of Sierra Holdings Corp., and signed by a duly authorized officer of Sierra Holdings Corp and you. This letter-agreement shall serve as an amendment pursuant to section 9(a).
INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT is made and entered into as of this 26th day of October, 2007, by and among Sierra Holdings Corp. (“Parent”), Avaya Inc. (“Avaya”) and (“Indemnitee”). Each of Parent and Avaya is referred to as a “Company” and collectively they are referred to as the “Companies”.
INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT is made and entered into as of this 26th day of October, 2007, by and among Sierra Holdings Corp. (“Parent”), Avaya Inc. (“Avaya”) and (“Director”). Each of Parent and Avaya is referred to as a “Company” and collectively they are referred to as the “Companies”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into this 26th day of November, 2008, and effective as of the Effective Date (as defined below), by and between Kevin J. Kennedy (“Executive”) and Avaya Inc. (“Avaya” or “Employer”) and Sierra Holdings Corp., a Delaware corporation (“Parent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 18, 2009 (this “Amendment”), among AVAYA INC., a Delaware corporation (the “Borrower”), the Incremental Term B-2 Lenders (as defined below) party hereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 23rd, 2009 • VPNet Technologies, Inc. • Telephone & telegraph apparatus • New York
This Management Services Agreement (the “Agreement”) is entered into as of October 2, 2007, by and among Sierra Holdings Corp. (“Parent”), Sierra Merger Corp., a wholly-owned direct subsidiary of Parent (“MergerSub”), TPG Capital, L.P. (“TPG”), Silver Lake Management Company III, L.L.C. (“Silver Lake”, and together with TPG, the “Managers”). Certain capitalized terms used herein are specifically defined in Section 11.
