Exhibit 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 11th, 2002 • Avaya Inc • Telephone & telegraph apparatus • Delaware
LETTER AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENTCredit Agreement • August 14th, 2001 • Avaya Inc • Telephone & telegraph apparatus • New York
1 EXHIBIT 4.4 RIGHTS AGREEMENT Dated as of September 29, 2000Rights Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 10.1 SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 1st day of September 2001 (the "Effective Date") by and between Avaya Inc., a Delaware corporation, and Donald K. Peterson (the "Executive"). W I T N E S S E T H WHEREAS, the...Severance Agreement • February 14th, 2002 • Avaya Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.2 AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • February 13th, 2002 • Avaya Inc • Telephone & telegraph apparatus • New York
SECURITY AGREEMENTSecurity Agreement • March 29th, 2002 • Avaya Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.4 TAX SHARING AGREEMENT BY AND BETWEEN LUCENT TECHNOLOGIES INC.Tax Sharing Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone) • New York
Exhibit 1.1 AVAYA INC. (a Delaware corporation) UNDERWRITING AGREEMENT 17,000,000 Shares of Common Stock Dated March 11, 2002 TABLE OF CONTENTSUnderwriting Agreement • March 18th, 2002 • Avaya Inc • Telephone & telegraph apparatus • New York
1 EXHIBIT 10.13 TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT (d)(3) AVAYA INC. LONG TERM INCENTIVE PLAN FOR MANAGEMENT EMPLOYEES ("PLAN") RESTRICTED STOCK UNIT AWARD AGREEMENTAvaya Inc • June 26th, 2001 • Telephone & telegraph apparatus • Delaware
EXHIBIT 4.1 SECOND SUPPLEMENTAL INDENTURE Dated as of March 28, 2002Supplemental Indenture • March 29th, 2002 • Avaya Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.1Credit Facility Agreement • September 4th, 2002 • Avaya Inc • Telephone & telegraph apparatus • New York
1 Exhibit 10.14 PATENT AND TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone) • New York
Warrant AgentWarrant Agreement • May 7th, 2001 • Avaya Inc • Telephone & telegraph apparatus • New York
EXHIBIT 10.17 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1Rights Agreement • February 28th, 2002 • Avaya Inc • Telephone & telegraph apparatus • Delaware
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 26, 2007, amended and restated as of February 11, 2011 and amended and restated as of October 29, 2012 among AVAYA INC., as Borrower, AVAYA HOLDINGS CORP. (FORMERLY KNOWN AS SIERRA...Credit Agreement • November 2nd, 2012 • Avaya Inc • Telephone & telegraph apparatus • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 29, 2012, among AVAYA INC., a Delaware corporation (the “Borrower”), AVAYA HOLDINGS CORP. (FORMERLY KNOWN AS 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”).
AVAYA INC. ANDAvaya Inc • May 7th, 2001 • Telephone & telegraph apparatus • New York
CREDIT AGREEMENTCredit Agreement • February 28th, 2005 • Avaya Inc • Telephone & telegraph apparatus • New York
PURCHASE AGREEMENT AVAYA INC. Purchase AgreementPurchase Agreement • December 21st, 2012 • Avaya Inc • Telephone & telegraph apparatus • New York
Avaya Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $290,000,000 principal amount of its 9.00% Senior Secured Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 21, 2012 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on a senior secured basis by each of the Guarantors (the “Guarantees”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 15th, 2012 • Avaya Inc • Telephone & telegraph apparatus
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 14, 2012, by and between Avaya Inc., a Delaware corporation (“Parent”), and the undersigned Shareholder (the “Shareholder”) of Radvision Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”).
1 EXHIBIT 10.8 DRAFT AVAYA INC. 2000 LONG TERM INCENTIVE PLAN ("PLAN") STOCK OPTION AGREEMENTAvaya Inc • August 9th, 2000 • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.2 FIRST SUPPLEMENTAL INDENTURE Dated as of October 31, 2001Supplemental Indenture • October 30th, 2001 • Avaya Inc • Telephone & telegraph apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 9th, 2016 • Avaya Inc • Telephone & telegraph apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of _______________ by and among Avaya Holdings Corp., a Delaware corporation(“AHC”), Avaya Inc., a Delaware corporation (“Avaya”, and together with AHC, the “Company”), and ___________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER Dated as of June 4, 2007 among SIERRA HOLDINGS CORP., SIERRA MERGER CORP. and AVAYA INC.Agreement and Plan of Merger • June 5th, 2007 • Avaya Inc • Telephone & telegraph apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 4, 2007 (this “Agreement”), is among SIERRA HOLDINGS CORP., a Delaware corporation (“Parent”), SIERRA MERGER CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and AVAYA INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.
BY AND AMONG AVAYA INC. ANDBackstop Agreement • December 23rd, 2002 • Avaya Inc • Telephone & telegraph apparatus • Delaware
DRAFT EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 10.15 TECHNOLOGY ASSIGNMENT AND JOINT OWNERSHIP AGREEMENTAssignment and Joint Ownership Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone)
SEVERANCE AGREEMENTSeverance Agreement • August 6th, 2007 • Avaya Inc • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT is entered into as of the day of , (the “Effective Date”) by and between Avaya Inc., a Delaware corporation, and , (the “Executive”).
DRAFT CONTRIBUTION AND DISTRIBUTION AGREEMENT BY AND BETWEEN LUCENT TECHNOLOGIES INC.Contribution and Distribution Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone) • New York
ASSET PURCHASE AND SALE AGREEMENT dated as of October 29, 2003, among EXPANETS, INC., NORTHWESTERN CORPORATION, NORTHWESTERN GROWTH CORPORATION, NORTHWESTERN CAPITAL CORPORATION, and AVAYA INC.Asset Purchase and Sale Agreement • December 10th, 2003 • Avaya Inc • Telephone & telegraph apparatus • New York
ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 29, 2003 among (a) EXPANETS, INC., a Delaware corporation (the “Company”), (b) NORTHWESTERN CORPORATION (the “Parent”), (c) NORTHWESTERN GROWTH CORPORATION (“NGC”), (d) NORTHWESTERN CAPITAL CORPORATION (“NCC”, and collectively with the Parent and NGC, each a “Shareholder”, and collectively, the “Shareholders”), and (e) AVAYA INC., a Delaware corporation (the “Purchaser”).
MERGER AGREEMENT Among AVAYA INC., SONIC ACQUISITION LTD. And RADVISION LTD. Dated as of March 14, 2012Merger Agreement • March 15th, 2012 • Avaya Inc • Telephone & telegraph apparatus
MERGER AGREEMENT dated as of March 14, 2012, among Avaya Inc., a Delaware corporation (“Parent”), Sonic Acquisition Ltd., a corporation incorporated under the laws of the State of Israel (“Merger Sub”) and a wholly-owned indirect subsidiary of Parent, and RADVISION Ltd., a corporation incorporated under the laws of the State of Israel (the “Company”).
EXECUTIVE COMMITTEE PERFORMANCE RECOGNITION PLANAward Agreement • December 12th, 2012 • Avaya Inc • Telephone & telegraph apparatus
This Award Agreement (this “Award Agreement”) evidences the grant made on ___________ by the Company to [NAME] (the “Participant”) of the conditional right to receive the amount credited to the Account, pursuant to and in accordance with the terms of the attached Avaya Inc. Executive Committee Performance Recognition Plan, as the same may be amended from time to time (the “Plan”). The Participant's Targeted Award for each of fiscal years 2014 and 2015 is $[DOLLAR AMOUNT], [DOLLAR AMOUNT] and [DOLLAR AMOUNT], respectively. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.
1 DRAFT EXHIBIT 10.7 AVAYA INC. 2000 LONG TERM INCENTIVE PROGRAM ("PLAN") RESTRICTED STOCK UNIT AWARD AGREEMENTAvaya Inc • August 9th, 2000 • Telephone communications (no radiotelephone) • Delaware
i- 3 INTERIM SERVICES AND SYSTEMS REPLICATION AGREEMENTReplication Agreement • August 9th, 2000 • Avaya Inc • Telephone communications (no radiotelephone)
