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                                                                     Exhibit 4.2

              [Form of Permanent Global Registered Fixed Rate Note]


                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO. ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST HEREIN.

                                            AVAYA INC.

                                            [Title of Series]

REGISTERED                                  CUSIP NO.______________________
No.________________________

Original Issue Date:
Initial Optional Redemption Date:
Issue Price:
Optional Redemption Price:
Interest Rate:
Annual Redemption Price Reduction:
Maturity Date:
Optional Repayment Date(s): Principal Amount:

                  Avaya Inc., a Delaware corporation (herein referred to as the
"Company"), for value received, hereby promises to pay to
_________________________ or registered assigns the principal sum of
_______________ DOLLARS on the Maturity Date shown above and to pay interest
thereon at the rate per annum shown above until the principal hereof is paid or
made available for payment.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth in this place.

                  This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
executed by the Trustee under the Indenture referred to herein.

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                               REVERSE OF SECURITY

                  The Company will pay interest semiannually on ____________
and __________________ (each an "Interest Payment Date") commencing with the
Interest Payment Date immediately following the Original Issue Date shown
above (except as provided below) and on the Maturity Date shown above.
Interest on this Note will accrue from the most recent Interest Payment Date
to which interest has been paid or duly provided for or if no interest has
been paid or duly provided for from the Original Issue Date shown above. The
amount of interest payable on any Interest Payment Date shall be computed on
the basis of a year of twelve 30-day months. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will as
provided in the Indenture referred to below be paid to the person in whose
name this Note is registered at the close of business on
_______________________ or _____________________ (whether or not a Business
Day), as the case may be, (each a "Record Date") next preceding such Interest
Payment Date; provided, however, that interest payable on the Maturity Date
(whether or not such date is an Interest Payment Date) shall be payable to
the person to whom principal shall be payable, and, if the Original Issue
Date of this Note is between a Record Date and the corresponding Interest
Payment Date, the first payment of interest will be made on the Interest
Payment Date following the next succeeding Record Date to the person in whose
name this Note is registered at the close of business on such Record Date.
Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, State of New York, in such coin or currency
of the United States of America as at the time of payment shall be legal
tender for payment of public and private debts; provided, however, that at
the option of the Company payment of interest other than interest due at the
Maturity Date shown above may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register.

                  "Business Day" means any day, other than a Saturday or a
Sunday, and that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York.

                  This note is one of a duly authorized issue of Securities
of the Company (herein referred to as the ("Securities"), issued and to be
issued in one or more series under and pursuant to an Indenture dated as of
__________, 2001 (herein referred to as the "Indenture"), duly executed and
delivered by the Company to The Bank of New York, Trustee (herein referred to
as the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holder (the words "Holders" or "Holder" meaning the
registered holders or registered holder) of the Securities. This note is one
of the series of Securities designated as [Title of Series] (herein referred
to as "Notes").

                  Unless the face of this Note indicates that an Optional
Redemption Price is applicable to this Note, this Note may not be redeemed
prior to the Maturity Date. If the face of this Note indicates that an
Optional Redemption

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Price is applicable to this Note, then this Note may be redeemed at the
option of the Company as a whole, or from time to time in part, on or after
the Initial Optional Redemption Date specified on the face hereof and prior
to the Maturity Date, at the Optional Redemption Price specified on the face
hereof (expressed as a percentage of the principal amount) (subject to
reduction as hereinafter provided), together in each case with accrued
interest to the date fixed for redemption, provided that if the face of this
Note indicates that this Note is subject to an "Annual Redemption Price
Reduction", then the Optional Redemption Price shall decline at each
anniversary of the Initial Optional Redemption Date by the Annual Redemption
Price Reduction until the Optional Redemption Price is 100% of such principal
amount. Notice of redemption shall be mailed to the registered holders of the
Notes designated for redemption at their last registered address not less
than thirty nor more than sixty days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the presentation
and cancellation hereof.

                  Unless an Optional Repayment Date or Dates is indicated on
the face of this Note, this Note shall not be subject to repayment at the
option of the holder prior to the Maturity Date. If an Optional Repayment
Date or Dates is indicated on the face of this Note, this Note may be subject
to repayment at the option of the holder on the Optional Repayment Date or
Dates specified on the face hereof on the terms set forth herein. On any
Optional Repayment Date, this Note will be repayable in whole or in part in
increments of U.S. $1,000 (provided that any remaining principal amount
hereof shall not be less than the minimum authorized denomination hereof) at
the option of the holder hereof at a price equal to 100% of the principal
amount to be repaid, together with interest hereon payable to the date of
repayment. For this Note to be repaid in whole or in part at the option of
the holder hereof, the Company must receive at the corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, at least 30
calendar days but not more than 45 calendar days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
on the reverse hereof duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange, the
National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States setting forth the name of the holder of
this Note, the principal amount of this Note to be repaid, the certificate
number or description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled
"Option to Elect Repayment" on the reverse hereof, will be received by the
Trustee not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, and this Note and form
duly completed must be received by the Trustee by such fifth Business Day.

                  Upon due presentment for registration of transfer of this
Note at the above-mentioned office or agency of the Company a new Note or
Notes having the same maturity, interest rate, redemption provisions,
repayment provisions and Original Issue Date of authorized denominations, for
a like aggregate principal amount will be issued to the transferee as
provided in the Indenture.


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No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.

                  The Company, the Trustee, and any agent of the Company or
the Trustee may deem and treat the Holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon) for the purpose of receiving payment of
or on account of the principal hereof and subject to the provisions above,
interest hereon, and for all other purposes and neither the Company nor the
Trustee nor any such agent shall be affected by any notice to the contrary.

                  No recourse shall be had for the payment of the principal
of or the interest on this Note or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against (any incorporator, shareholder,
officer or director as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or of any
successor corporation whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

                  This Note shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of said State.

                  All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

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                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM-as tenants in common

                  TEN ENT-as tenants by the entireties

                  JT TEN-as joint tenants with right of survivorship and not as
tenants in common

                  UNIF GIFT MIN ACT-..................Custodian.................
                             (Cust)                    (Minor)

                  Under Uniform Gifts to Minor Act..............................
                                                            (State)

                  Additional abbreviations may also be used though not in the
above list.

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

                        (PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF ASSIGNEE]

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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]


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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.

Dated:   ____________________


NOTICE:           The signature to this assignment must correspond with the name
                  as written upon the face of the within NOTE in every
                  particular without alteration or enlargement or any change
                  whatsoever.


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                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at

---------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)

If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of U.S. $1,000) which the
holder elects to have repaid: _____________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid):

----------------------

Date: ___________________

                  NOTICE: The signature on this Option to Elect Repayment must
                  correspond with the name as written upon the face of the
                  within instrument in every particular without alteration or
                  enlargement

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