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Avaya Announces Consideration to Be Delivered in the Liquid YieldOption™ Notes Exchange Offer

01-24-2003

Avaya Inc., (NYSE:AV) a leading global provider of communicationsnetworks to businesses, announced today the number of shares ofcommon stock of Avaya to be delivered to holders of Liquid YieldOption™ Notes (LYONs) due 2021 that elect to receive mixedconsideration in the previously announced exchange offer for theLYONs. The exchange offer expires, as previously scheduled, at12:00 p.m. midnight, EST, on Jan. 27, 2003, unless extended.

Avaya Inc., (NYSE:AV) a leading global provider ofcommunications networks to businesses, announced today the numberof shares of common stock of Avaya to be delivered to holders ofLiquid Yield Option™ Notes (LYONs) due 2021 that elect to receivemixed consideration in the previously announced exchange offer forthe LYONs. The exchange offer expires, as previously scheduled, at12:00 p.m. midnight, EST, on Jan. 27, 2003, unless extended.

Holders of LYONs electing to receive the mixed considerationwill receive $208.40 in cash plus 77 shares of Avaya common stock.The number of shares of common stock is based on thevolume-weighted average trading price of a share of Avaya commonstock on the New York Stock Exchange (NYSE) for Jan. 16, 17, 21, 22and 23, which is $2.7181. Holders of LYONs electing to receive thecash consideration will receive $389.61 in cash in exchange foreach $1,000 aggregate principal amount at maturity of LYONstendered into the exchange offer.

Avaya also announced that the applicable waiting periods underthe Hart-Scott-Rodino Antitrust Improvement Act of 1976 required inconnection with the transactions contemplated in connection withthe exchange offer have expired and that it has received approvalfor listing on the NYSE the shares of common stock to be issued inthe exchange offer and the shares issuable upon the exercise of thewarrants held by and to be issued to the Warburg Pincus Funds inthe exchange offer.

Morgan Stanley & Co. Incorporated is acting as dealermanager for the exchange offer. Georgeson ShareholderCommunications, Inc. is the information agent, and The Bank of NewYork is the exchange agent. Copies of the offer documents may beobtained at no charge from the information agent at 866-295-4337 or212-440-9800 or from the SEC's Web site at www.sec.gov. Additional informationconcerning the terms of the exchange offer, including all questionsrelating to the mechanics of the offer, may be obtained bycontacting the information agent at 866-295-4337 or Morgan Stanleyat 212-761-5409 (collect).

A registration statement relating to the Avaya common stockbeing offered has been filed with the SEC but has not yet becomeeffective. Such securities may not be sold nor may offers to buy beaccepted prior to the time the registration statement becomeseffective. This news release shall not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any saleof the Avaya common stock in any state in which such an offer,solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such state.

The exchange offer may only be made pursuant to the offer toexchange/prospectus, dated Dec. 23, 2002, (as amended on Jan. 13and 22, 2003), and the accompanying letter of transmittal.

About Avaya
Avaya Inc. designs, builds and manages communications networks formore than 1 million businesses worldwide, including 90 percent ofthe FORTUNE 500®. Focused on businesses large to small, Avaya is aworld leader in secure and reliable Internet Protocol (IP)telephony systems and communications software applications andservices.

Driving the convergence of voice and data communications withbusiness applications — and distinguished by comprehensiveworldwide services — Avaya helps customers leverage existing andnew networks to achieve superior business results. For moreinformation visit the Avaya Web site: http://www.avaya.com

Note: "Liquid Yield Option" and "LYON" are trademarks of MerrillLynch & Co. Inc.

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