EXHIBIT 99.7
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Arsenal Holdco I, S.a.r.l. and Arsenal Holdco II, S.a.r.l. Xxxxxxx X. Xxxxxxxx
c/o Francisco Partners II, L.P. c/o Xxxxxx Xxxxxx Corporation 555
2882 Sand Hill Road, Suite 000 Xxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000 Xxxxx X, Xxxxx 000
Xxxxxx, Xxxxxxx X0X 0X0
August 16, 2007
CONFIDENTIAL
EdgeStone Capital Equity Fund II-A, L.P. 000 Xxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
RE: BOARD SEAT Ladies and Gentlemen:
Reference is made to that Shareholders Agreement, dated as of the date
hereof (the "SHAREHOLDERS AGREEMENT"), by and among: Mitel Networks Corporation
("CORPORATION"), EdgeStone Capital Equity Fund II-B GP, Inc., as agent for
EdgeStone Capital Equity Fund II-A, L.P. and its parallel investors, and
EdgeStone Capital Equity Fund II Nominee, Inc., as nominee for EdgeStone Capital
Equity Fund II-A, L.P. and its parallel investors ("EDGESTONE"), Power
Technology Investment Corporation, Xxxxxxx X. Xxxxxxxx ("XXXXXXXX"), Xxxxxx
Xxxxxx Corporation, Celtic Tech Jet Limited, Arsenal Holdco I, Sarl and Arsenal
Holdco II, Sarl ("FRANCISCO PARTNERS"), Xxxxxx Xxxxxxx Principal Investments,
Inc. ("XXXXXX XXXXXXX"). Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms under the Shareholders Agreement.
Pursuant to Section 2.2 of the Shareholders Agreement, Xxxxxxxx and
Francisco Partners agree to cause the Xxxxxxxx Nominees and the Francisco
Partners Nominees, respectively, to nominate a director chosen by EdgeStone
("EDGESTONE NOMINEE") as one of the initial two remaining directors, which are
not Xxxxxxxx Nominees or Francisco Partners Nominees, nominated by the Board of
Directors, and, subject to the remainder of the terms of this letter and
applicable corporate law, upon the expiration of the term of any EdgeStone
Nominee to recommend that the Board of Directors nominate such EdgeStone Nominee
to be a director of the Board of Directors. The EdgeStone Nominee shall serve as
a member of the Board of Directors until (i) his or her term expires (and
Xxxxxxxx and Francisco Partners have jointly agreed not to nominate the
EdgeStone Nominee for re-election at the expiry of such term), he or she is
replaced or removed or until he or she resigns as a member of the Board of
Directors, (ii) such time as Xxxxxxxx and Francisco Partners determine, in their
sole and absolute discretion, that they no longer wish the EdgeStone Nominee to
serve as a member of the Board of Directors and jointly inform the EdgeStone
Nomineee of such determination, or (iii) such time as the EdgeStone Group fails
to hold at least 50% of the Common Shares (calculated
Page 2
on an as-if converted to Common Shares basis) held by the EdgeStone Group on the
date hereof and reflected on Schedule A to the Shareholders Agreement. EdgeStone
hereby agrees to cause the EdgeStone Nominee to immediately resign as a member
of the Board of Directors upon the occurrence of an event specified in either
subsections (ii) or (iii) of the preceding sentence, and it shall be a condition
of the service of the EdgeStone Nominee that he or she also agree to resign upon
the occurrence of either such event.
The EdgeStone Nominee shall be an individual who is not disqualified
under applicable law from acting as a director of the Corporation.
Except as expressly set forth in this letter or the Corporation's
articles of incorporation, EdgeStone agrees that it has no right to appoint,
nominate and/or elect, or to cause Xxxxxxxx or Francisco Partners to appoint,
nominate and/or elect, any member of the Board of Directors of the Corporation.
Sincerely,
ARSENAL HOLDCO I, Sarl
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Manager
By:
---------------------------------
Name:
Title:
ARSENAL HOLDCO II, Sarl
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Manager
By:
---------------------------------
Name:
Title:
---------------------------------------
XXXXXXX X. XXXXXXXX
Signature Page to Side Letter Regarding Edgestone Board Seat
Sincerely,
ARSENAL HOLDCO I, Sarl
By:
---------------------------------
Name:
Title:
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title:
ARSENAL HOLDCO II, Sarl
By:
---------------------------------
Name:
Title:
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title:
---------------------------------------
XXXXXXX X. XXXXXXXX
Signature Page to Side Letter Regarding Edgestone Board Seat
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
ACKNOWEDGED & AGREED
EDGESTONE CAPITAL EQUITY FUND II-B GP,
INC., AS AGENT FOR EDGESTONE CAPITAL
EQUITY FUND II-A, L.P. AND ITS PARALLEL
INVESTORS
By:
---------------------------------
Name:
Title:
EDGESTONE CAPITAL EQUITY FUND II
NOMINEE, INC., AS NOMINEE FOR EDGESTONE
CAPITAL EQUITY FUND II-A, L.P. AND ITS
PARALLEL INVESTORS
By:
---------------------------------
Name:
Title:
ACKNOWEDGED & AGREED
EDGESTONE CAPITAL EQUITY FUND II-B GP,
INC., AS AGENT FOR EDGESTONE CAPITAL
EQUITY FUND II-A, L.P. AND ITS PARALLEL
INVESTORS
By: /s/ Xxx Xxxxxx
---------------------------------
Name: Xxx Xxxxxx
Title: Chief Investment Officer
EDGESTONE CAPITAL EQUITY FUND II
NOMINEE, INC., AS NOMINEE FOR EDGESTONE
CAPITAL EQUITY FUND II-A, L.P. AND ITS
PARALLEL INVESTORS
By: /s/ Xxx Xxxxxx
---------------------------------
Name: Xxx Xxxxxx
Title: Chief Investment Officer
