Barclays Bank PLC Canary Wharf, London E14 4BB Facsimile:Avaya Holdings Corp. • June 12th, 2018 • Telephone & telegraph apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (the “Agent”), and Avaya Holdings Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto. Dealer is not a member of the Securities Investor Protection Corporation. Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation A
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of December [●], 2017 by and between Avaya Holdings Corp., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”).
Re: Additional WarrantsLetter Agreement • June 28th, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Avaya Holdings Corp. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
2.25% Convertible Senior Notes due 2023Avaya Holdings Corp. • June 12th, 2018 • Telephone & telegraph apparatus • New York
INDENTURE, dated as of June 11, 2018, between AVAYA HOLDINGS CORP., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
JPMorgan Chase Bank, National AssociationLetter Agreement • June 28th, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Avaya Holdings Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2019 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
of RingCentral, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,750,000 shares of Class A Common Stock, par value $0.0001 (“Stock”) of the Company. The aggregate of 1,750,000 shares to be sold by the Selling Stockholder is herein called the “Shares”.
Re: Additional WarrantsLetter Agreement • June 28th, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Avaya Holdings Corp. (“Company”) to Credit Suisse LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDMENT NO. 2Credit Agreement • November 25th, 2020 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
TERM LOAN CREDIT AGREEMENT (as amended by the First Amendment (as defined below), and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 15, 2017, among AVAYA HOLDINGS CORP., a Delaware corporation (“Avaya Holdings”), in its capacity as Holdings, AVAYA INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent.
TERM LOAN CREDIT AGREEMENT Dated as of December 15, 2017 among AVAYA HOLDINGS CORP., as Holdings, AVAYA INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent,...Intercreditor Agreement • December 22nd, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
TERM LOAN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 15, 2017, among AVAYA HOLDINGS CORP., a Delaware corporation (“Avaya Holdings”), in its capacity as Holdings, AVAYA INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent.
SUPERPRIORITY SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT Dated as of February 15, 2023, among AVAYA HOLDINGS CORP., a Debtor and Debtor in Possession under chapter 11 of the Bankruptcy Code, as Holdings, AVAYA INC., a Debtor and Debtor in...Possession Credit Agreement • February 22nd, 2023 • Avaya Holdings Corp. • Services-prepackaged software
SUPERPRIORITY SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of February 15, 2023, among AVAYA HOLDINGS CORP., a Delaware corporation and a Debtor and Debtor in Possession under chapter 11 of the Bankruptcy Code (“Holdings”), in its capacity as Holdings, AVAYA INC., a Delaware corporation and a Debtor and Debtor in Possession under chapter 11 of the Bankruptcy Code (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent.
Barclays Bank PLC Canary Wharf, London E14 4BB Facsimile: Telephone: c/o Barclays Capital Inc. as Agent for Barclays Bank PLC New York, NY 10019 Telephone:Letter Agreement • June 12th, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Avaya Holdings Corp. (“Company”) to Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (the “Agent”), as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto. Dealer is not a member of the Securities Investor Protection Corporation. Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLANRestricted Stock Unit Award Agreement • May 10th, 2021 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLANPerformance Restricted Stock Unit Award Agreement • November 22nd, 2021 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (together with all appendices attached hereto, this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2019 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2022 OMNIBUS INDUCEMENT EQUITY PLANRestricted Stock Unit Award Agreement • September 8th, 2023 • Avaya Holdings Corp. • Services-prepackaged software • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2022 Omnibus Inducement Equity Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG SIERRA HOLDINGS CORP., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P., SILVER LAKE PARTNERS III,...Registration Rights Agreement • June 9th, 2011 • Avaya Holdings Corp. • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 18, 2009, by and among Sierra Holdings Corp., a Delaware corporation (“Holdings”) (together with its successors, the “Company”), TPG Partners V, L.P. (“TPG V”), TPG FOF V-A, L.P. (“TPG FOF A”), TPG FOF V-B, L.P. (“TPG FOF B” and together with TPG V and TPG FOF A, “TPG”), Silver Lake Partners II, L.P. (“Silver Lake II”), Silver Lake Technology Investors II, L.P. (“Silver Lake Tech II”), Silver Lake Partners III, L.P. (“Silver Lake III”), Silver Lake Technology Investors III, L.P. (“Silver Lake Tech III”) and together with Silver Lake II, Silver Lake Tech II and Silver Lake III, “Silver Lake”), Sierra Co-Invest, LLC (“Co-Invest”) and Sierra Co-Invest II, LLC (“Co-Invest II”), amending and restating the Registration Rights Agreement, dated as of October 26, 2007, by and among the Company, TPG, Silver Lake and Co-Invest.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG AVAYA HOLDINGS CORP., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P., SILVER LAKE PARTNERS...Registration Rights Agreement • December 3rd, 2013 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of May 29, 2012 by and among Avaya Holdings Corp., a Delaware corporation (“Holdings”) (together with its successors, the “Company”), TPG Partners V, L.P. (“TPG V”), TPG FOF V-A, L.P. (“TPG FOF A”), TPG FOF V-B, L.P. (“TPG FOF B” and together with TPG V and TPG FOF A, “TPG”), Silver Lake Partners II, L.P. (“Silver Lake II”), Silver Lake Technology Investors II, L.P. (“Silver Lake Tech II”), Silver Lake Partners III, L.P. (“Silver Lake III”), Silver Lake Technology Investors III, L.P. (“Silver Lake Tech III”) and together with Silver Lake II, Silver Lake Tech II and Silver Lake III, “Silver Lake”), Sierra Co-Invest, LLC (“Co-Invest”), Sierra Co-Invest II, LLC (“Co-Invest II”) and Sierra Co-Invest III (Co-Invest III), amending and restating the Amended and Restated Registration Rights Agreement, dated as of December 18, 2009, by and among the Company, TPG, Silver Lake and Co-Invest.
ContractTerm Loan Credit Agreement • September 8th, 2023 • Avaya Holdings Corp. • Services-prepackaged software
NONQUALIFIED STOCK OPTION EMERGENCE AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2017 EQUITY INCENTIVE PLANNonqualified Stock Option Emergence Award Agreement • December 22nd, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This NON-QUALIFIED STOCK OPTION EMERGENCE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
Certain information identified with brackets ([*****]) has been excluded from this exhibit because such information is both (i) not material and (ii) competitively harmful if publicly disclosed***Avaya Holdings Corp. • September 8th, 2023 • Services-prepackaged software
Exhibit 10.1 Schedule 1 to Agreement for Consulting Services - Interim CFO, dated November 4, 2022, between AP Services, LLC and Avaya Holdings Corp.
FORM OF WARRANTAvaya Holdings Corp. • December 22nd, 2015 • Telephone & telegraph apparatus • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE HOLDER).
PARTIAL TERMINATION AGREEMENT dated as of July 12, 2022with respect to the Warrant Confirmations between Barclays Bank PLC and Avaya Holdings Corp.Partial Termination Agreement • September 8th, 2023 • Avaya Holdings Corp. • Services-prepackaged software • New York
This PARTIAL TERMINATION AGREEMENT (this “Termination Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of July 12, 2022 between Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc., and Avaya Holdings Corp. (“Counterparty”).
PARTIAL TERMINATION AGREEMENT dated as of July 12, 2022with respect to the Call Option Confirmations between Credit Suisse Capital LLC and Avaya Holdings Corp.Partial Termination Agreement • September 8th, 2023 • Avaya Holdings Corp. • Services-prepackaged software • New York
This PARTIAL TERMINATION AGREEMENT (this “Termination Agreement”) with respect to the Call Option Confirmations (as defined below) is made as of July 12, 2022 between Credit Suisse Capital LLC (“Dealer”), through its agent Credit Suisse Securities (USA) LLC, and Avaya Holdings Corp. (“Counterparty”).
AVAYA INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent INDENTURE Dated as of September 25, 2020Avaya Holdings Corp. • November 25th, 2020 • Telephone & telegraph apparatus • New York
RESTRICTED STOCK UNIT EMERGENCE AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2017 EQUITY INCENTIVE PLANRestricted Stock Unit Emergence Award Agreement • December 22nd, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This RESTRICTED STOCK UNIT EMERGENCE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLANNon-Qualified Stock Option Award Agreement • May 10th, 2021 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
First Amended and Restated Framework AgreementFramework Agreement • February 10th, 2020 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This FIRST AMENDED AND RESTATED FRAMEWORK AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2020 (the “A&R Date”) and effective as of October 3, 2019 and amends, restates and supersedes in its entirety the Framework Agreement entered into as of October 3, 2019 (such agreement, the “Original Agreement” and such date, the “Execution Date”) by and between RingCentral, Inc., a Delaware corporation (“RingCentral”) and Avaya Inc., a Delaware corporation (“Avaya”) (each of RingCentral and Avaya, a “Party” and collectively the “Parties”).
INVESTMENT AGREEMENT by and among AVAYA HOLDINGS CORP. and RINGCENTRAL, INC. Dated as of October 3, 2019Investment Agreement • October 3rd, 2019 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This INVESTMENT AGREEMENT, dated as of October 3, 2019 (this “Agreement”), among Avaya Holdings Corp., a Delaware corporation (the “Company”), and RingCentral, Inc., a Delaware Corporation (the “Investor”).
Avaya Inc.Letter Agreement • March 2nd, 2018 • Avaya Holdings Corp. • Telephone & telegraph apparatus • California
This letter agreement (this “Letter Agreement”) will confirm our understanding regarding your transition services and consulting services arrangements with Avaya Inc. (the “Company”).
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 22nd, 2015 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 29, 2012, is made by and among TPG, Silver Lake, Co-Invest, Co-Invest II, Co-Invest III (each as defined below) and such other Persons (as defined below) who may become party to this Agreement from time to time in accordance with the provisions herein (with TPG, Silver Lake, Co-Invest, Co-Invest II and Co-Invest III, the “Stockholders”), and Avaya Holdings Corp., a Delaware corporation (the “Company”), amending and restating the Amended and Restated Stockholders Agreement, dated as of December 18, 2009, by and among TPG, Silver Lake, Co-Invest and the Company.
ContractAbl Credit Agreement • September 8th, 2023 • Avaya Holdings Corp. • Services-prepackaged software
ContractCredit Agreement • September 8th, 2023 • Avaya Holdings Corp. • Services-prepackaged software
RESTRICTED STOCK UNIT EMERGENCE AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2017 EQUITY INCENTIVE PLANRestricted Stock Unit Emergence Award Agreement • December 22nd, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This RESTRICTED STOCK UNIT EMERGENCE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SENIOR MANAGER REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENTSenior Manager Registration and Preemptive Rights Agreement • June 9th, 2011 • Avaya Holdings Corp. • New York
This SENIOR MANAGER REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2007, is by and among Sierra Holdings Corp. (the “Company”) and the individuals listed on Schedule A attached hereto (each such individual, a “Senior Manager” and collectively, the “Senior Managers”) that may become a party to this agreement from time to time in accordance with the provisions hereof.
FORM OF INDUCEMENT NONQUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 OMNIBUS INDUCEMENT EQUITY PLANInducement Non-Qualified Stock Option Award Agreement • February 10th, 2020 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • June 9th, 2011 • Avaya Holdings Corp. • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 26, 2007, is by and among Sierra Holdings Corp. (“Parent”), the Majority Stockholders (as defined below) and the individuals listed on Schedule A attached hereto (each such individual, a “Management Stockholder” and collectively, the “Management Stockholders”), and each Management Transferee (as defined below) that may become a party to this agreement from time to time in accordance with the provisions hereof.
