Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 4 TO THE
AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENT

Dated as of February 6, 2004

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENTamong Avaya Inc., a Delaware corporation
(the "Borrower"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the
"Lenders") and Citibank, N.A., as agent (the "Agent") for the Lenders.



(1)
The Borrower, the Lenders and the Agent have entered into an Amended and Restated Five Year Revolving Agreement dated as of April 30, 2003, as amended by Amendment
No. 1 dated as of June 25, 2003, Amendment No. 2 dated as of October 23, 2003 and Amendment No. 3 dated as of January 30, 2004 (as so amended, the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)
The Borrower and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION
1.Amendment to Credit Agreement.Section 5.19(xi) is amended in full to read as follows:



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SECTION
2.Conditions of Effectiveness.This Amendment shall become effective as of the date first above written
when, and only when (a) the Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to
the Agent that such Lender has executed this Amendment and (b) the Borrower shall have paid to the Agent any Fees and other amounts due and payable on or prior to the date hereof.

SECTION
3.Representations and Warranties of the Borrower.The Borrower represents and warrants as follows:



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SECTION
4.Reference to and Effect on the Credit Agreement and the Notes.(a) On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in each
other Loan Document 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 Amendment.

(b)
The Credit Agreement and other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.

(c)
The execution, delivery and effectiveness of this 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.

SECTION
5.Costs and Expenses.The Borrower agrees to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.

SECTION
6.Execution in Counterparts.This 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 but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION
7.Governing Law.This Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

| | AVAYA INC.
| | ----------
| |           
| | By        
| |           

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| | CITIBANK, N.A., individually and as Agent,         
| | ---------------------------------------------------
| |                                                    
| | By                                                 
| |                                                    
| | BANK ONE, NA (Main Office Chicago)                 
| |                                                    
| | By                                                 
| |                                                    
| | JPMORGAN CHASE BANK                                
| |                                                    
| | By                                                 
| |                                                    
| | DEUTSCHE BANK AG NEW YORK BRANCH                   
| |                                                    
| | By                                                 
| |                                                    
| | By                                                 
| |                                                    
| | COMMERZBANK AG, NEW YORK BRANCH                    
| |                                                    
| | By                                                 
| |                                                    
| | By                                                 
| |                                                    
| | THE BANK OF NEW YORK                               
| |                                                    
| | By                                                 
| |                                                    
| | THE BANK OF TOKYO
MITSUBISHI LTD., NEW YORK BRANCH
| |                                                    
| | By                                                 

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| |                                                                     |                                                                         
| | ------------------------------------------------------------------- | ------------------------------------------------------------------------
| | CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
| |                                                                     |                                                                         
| | By                                                                  | /s/PETER CHAUVINTitle: Vice President
Name: Peter Chauvin               
| |                                                                     |                                                                         
| | By                                                                  | /s/ALAIN DAOUSTTitle: Director
Name: Alain Daoust                       
| |                                                                     |                                                                         
| | HSBC BANK USA                                                      
| |                                                                     |                                                                         
| | By                                                                  | /s/JEFFREY ROTHMANTitle: Senior Vice President
Name: Jeffrey Rothman    
| |                                                                     |                                                                         
| | THE NORTHERN TRUST COMPANY                                         
| |                                                                     |                                                                         
| | By                                                                  | Title:
Name:                                                            
| |                                                                     |                                                                         
| | SUMITOMO MITSUI BANKING CORPORATION                                
| |                                                                     |                                                                         
| | By                                                                  | /s/PETER R.C. KNIGHTTitle: Joint General Manager
Name: Peter R.C. Knight
| |                                                                     |                                                                         
| | WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH              
| |                                                                     |                                                                         
| | By                                                                  | Title:
Name:                                                            

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