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Avaya Confirms Expiration Date of Liquid Yield Option™ NotesExchange Offer

01-21-2003

Avaya Inc., a leading global provider of communications networksand services to businesses, confirmed today that the exchange offerfor its Liquid Yield Option™ Notes (LYONs) due 2021 would expire,as previously scheduled, at 12:00 p.m. midnight, EST, on Jan. 27,2003, unless extended.

Avaya Inc., a leading global provider of communications networksand services to businesses, confirmed today that the exchange offerfor its Liquid Yield Option™ Notes (LYONs) due 2021 would expire,as previously scheduled, at 12:00 p.m. midnight, EST, on Jan. 27,2003, unless extended.

Avaya and Warburg Pincus Equity Partners, L.P. have agreed thatAvaya's announcement today concerning its first fiscal quarter 2003earnings will not result in an extension of the exchange offer.

Avaya also confirmed that, based on the January 27 expirationdate, the number of shares of Avaya common stock delivered toholders of LYONs accepted in the exchange offer for the mixedconsideration will be based on the volume-weighted average tradingprice of a share of Avaya common stock on the New York StockExchange on Jan. 16, 17, 21, 22 and 23.

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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