Vonage Tweaks Tender

HOLMDEL, N.J. -- Vonage Holdings Corp. (NYSE: VG - News) announced today that it has amended the financing condition to its previously announced offer to purchase for cash any and all of its outstanding 5.0% Senior Unsecured Convertible Notes due 2010 (the "Notes").

As previously announced on October 20, 2008, Vonage has signed the definitive agreements to refinance its convertible debt. The agreed upon financing consists of a $130.3 million senior secured first lien credit facility, a $72.0 million senior secured second lien credit facility and the sale of $18.0 million of senior secured third lien convertible notes. The financing condition has been amended such that the offer is conditioned upon the receipt of such financing.

Full details of the terms and conditions of the offer are included in Vonage's Offer to Purchase dated July 30, 2008, as amended (the "Offer to Purchase"). The offer remains subject to certain other conditions specified in the Offer to Purchase and except as described in this press release, the terms of the offer remain the same as set forth in the Offer to Purchase.

Miller Buckfire & Co., LLC is acting as Dealer Manager and D.F. King & Co., Inc. is acting as the Information Agent in connection with the offer.

American Stock Transfer & Trust Company, LLC is the Depositary for the offer.

For any questions concerning the offer or for copies of the documents related to the offer contact D.F. King & Co., Inc. by calling 212-269-5550 (for banks and brokers) or 1-888-628-9011 (all others toll free). Holders of Notes may also obtain copies of these documents free of charge from the Securities and Exchange Commission's website at www.sec.gov.

Neither the Board of Directors of Vonage nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes, and, if they decide to do so, the principal amount of Notes to tender.

Vonage Holdings Corp. (NYSE: VG)