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EXHIBIT 10.25
LETTER AMENDMENT NO. 1 TO THE
FIVE YEAR CREDIT AGREEMENT
Dated as of August 10, 2001
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Five Year Competitive Advance and Revolving
Credit Facility Agreement dated as of September 25, 2000 (the "CREDIT
AGREEMENT") among the undersigned, Lucent Technologies Inc. and you. Capitalized
terms not otherwise defined in this Letter Amendment have the same meanings as
specified in the Credit Agreement. Pursuant to the terms of the Credit
Agreement, Lucent Technologies Inc. has ceased to be a party to the Credit
Agreement.
It is hereby agreed by you and us that the Credit Agreement
is, effective as of the date of this Letter Amendment, hereby amended as
follows:
The definition of "CONSOLIDATED EBIT" in Section 1.01 is
amended in full to read as follows:
"Consolidated EBIT" shall mean, for any period, net
income (or net loss) PLUS the sum of (a) consolidated interest expense
and (b) consolidated income tax expense, in each case determined in
accordance with GAAP for such period, EXCLUDING, up to $950,000,000 of
charges in connection with the business restructuring plan during such
period to be taken no later than the fourth quarter of fiscal year 2001
of the Borrower, up to $300,000,000 of start-up costs associated with
the establishment of the Borrower as a separate business entity
incurred during the period to be taken through the fourth quarter of
fiscal year 2001 of the Borrower and up to $450,000,000 of non-cash
business restructuring charges during such period to be taken no later
than the fourth quarter of fiscal year 2001 of the Borrower.
This Letter Amendment shall become effective as of the date
first above written when, and only when, the Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent
that such Lender has executed this Letter Amendment. This Letter Amendment is
subject to the provisions of Section 8.08 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the
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Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Letter Amendment.
The Credit Agreement and the Notes, as specifically amended by
this Letter Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the
Agent under the Credit Agreement, nor constitute a waiver of any provision of
the Credit Agreement.
If you agree to the terms and provisions hereof, please
evidence such agreement by executing and returning at least two counterparts of
this Letter Amendment to Susan L. Hobart, Shearman & Sterling, 599 Lexington
Avenue, New York, New York 10022.
This Letter Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter
Amendment.
This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
AVAYA INC.
By /s/ Rhonda Seegal
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Name: Rhonda Seegal
Title: Treasurer
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Lender
By /s/ Carolyn A. Kee
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Name: Carolyn A. Kee
Title: Vice President
BANK ONE, NA (Main Office Chicago)
By /s/ Lori J. Thomas
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Name: Lori J. Thomas
Title: Vice President
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THE CHASE MANHATTAN BANK
By /s/ Dennis R. Wilczek
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Name: Dennis R. Wilczek
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
By /s/ Peter Eschmann
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Name: Peter Eschmann
Title: Associate
By /s/ Virginia Mahler
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Name: Virginia Mahler
Title: Vice President
COMMERZBANK AG
By
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Name:
Title:
THE BANK OF NEW YORK
By
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Name:
Title:
THE BANK OF TOKYO -
MITSUBISHI LTD., NEW YORK BRANCH
By
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Name:
Title:
CREDIT SUISSE FIRST BOSTON
By /s/ Jeffrey Bernstein
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Name: Jeffrey Bernstein
Title: Vice President
By /s/ Robert Hetu
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Name: Robert Hetu
Title: Director
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HSBC BANK USA
By
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Name:
Title:
THE NORTHERN TRUST COMPANY
By
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Name:
Title:
THE SUMITOMO BANK, LIMITED
By
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Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ Barry S. Wadler
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Name: Barry S. Wadler
Title: Associate Director
By /s/ Lisa M. Walker
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Name: Lisa M. Walker
Title: Associate Director