Exhibit 4.20
THIS AMENDING AGREEMENT is made as of the 26th day of June, 2006
BETWEEN:
MITEL NETWORKS CORPORATION, a corporation incorporated under the
laws of Canada (the "CORPORATION")
-and-
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
(collectively "EDGESTONE")
-and-
ZARLINK SEMICONDUCTOR INC., a corporation incorporated under the
laws of Canada ("ZARLINK")
-and-
POWER TECHNOLOGY INVESTMENT CORPORATION, a corporation incorporated
under the laws of Canada ("PTIC")
-and-
XXXXXX XXXXXX CORPORATION, a corporation incorporated under the laws
of Xxxxxxxxxxxx ("XXX")
-xxx-
XXXXXXX X. XXXXXXXX, an individual residing in the City of Ottawa,
Province of Ontario ("XXXXXXXX")
-and-
CELTIC TECH JET LIMITED, a corporation incorporated under the laws
of Canada ("CTJL")
RECITALS:
A. The Corporation, EdgeStone, Zarlink, PTIC, WCC, Xxxxxxxx, Mitel Knowledge
Corporation and Mitel Systems Corporation entered into a shareholders
agreement dated as of April 23, 2004 (the "SHAREHOLDERS AGREEMENT") to
record their agreement as to the manner in which the Corporation's affairs
would be conducted and to grant to each other certain rights and
obligations with respect to their ownership, directly and indirectly, of
the shares of the Corporation; subsequently, Mitel Knowledge Corporation
dissolved, Mitel Systems Corporation was continued into WCC and CTJL
became a party to such shareholders agreement.
B. The Parties have agreed to amend the Shareholders Agreement in accordance
with Section 11.9 of the Shareholders Agreement and the terms and
conditions of this amending agreement (the "AMENDING Agreement").
THEREFORE, the Parties agree as follows:
1. All capitalized terms which are used and not defined in this Amending
Agreement shall have the meaning ascribed thereto in the Shareholders
Agreement.
2. Section 6.6(a) of the Shareholders Agreement is hereby deleted in its
entirety and replaced with the following:
(a) Subject to Section 6.10, if, on or prior to May 1, 2007 (the "2007
PUT DATE"), the Corporation has not completed an Initial Public
Offering, Zarlink shall have the right, exercisable for a period of
ninety (90) days after the 2007 Put Date (the "ZARLINK PUT PERIOD"),
but not the obligation, to send a notice (the "ZARLINK PUT NOTICE")
to the Corporation requiring the Corporation to purchase all or any
portion of the 10,000,000 Common Shares (subject to appropriate
adjustment for share dividends, share splits, capital
reorganization, combinations and the like) (the "ZARLINK PURCHASED
SECURITIES") held by Zarlink, upon and subject to the terms and
conditions set out in this Section 6.6.
3. Section 6.7(a) of the Shareholders Agreement is hereby deleted in its
entirety and replaced with the following:
(a) Subject to Section 6.10, if, on or prior to the 2007 Put Date, the
Corporation has not completed an Initial Public Offering, PTIC shall
have the right, exercisable for a period of ninety (90) days after
the 2007 Put Date (the "PTIC PUT PERIOD"), but
not the obligation, to send a notice (the "PTIC PUT NOTICE") to the
Corporation requiring the Corporation to purchase all or any portion
of the 16,000,000 Series B Shares (subject to appropriate adjustment
for share dividends, share splits, capital reorganizations,
combinations or the like) held by PTIC, or the Common Shares issued
on the conversion thereof (the "PTIC PURCHASED SECURITIES"), upon
and subject to the terms and conditions set out in this Section 6.7.
4. The definition of "2006 Put Date" in the section entitled "Definitions" in
Appendix I of the Shareholders Agreement is hereby deleted in its entirety
and replaced with the following:
"2007 PUT DATE" has the meaning set forth in Section 6.6(a);
5. The foregoing is without any prejudice to any rights of the Parties under
any agreements with the Corporation except as specifically set forth
herein and except as otherwise provided in this Amending Agreement, all
terms and conditions of the Shareholders Agreement shall continue in full
force and effect.
6. The Parties shall, with reasonable diligence, do all such things and
provide all such further documents or instruments required by any other
Party as may be reasonably necessary or desirable to effect the purpose of
this Amending Agreement and carry out its provisions.
7. This Amending Agreement shall be construed in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein and
shall be treated in all respects as an Ontario contract.
8. This Amending Agreement shall only be effective once executed by all
parties hereto, shall not be binding on any party until executed by all
parties hereto and may be executed by the Parties in counterparts and may
be executed and delivered by facsimile and all such counterparts and
facsimiles shall together constitute one and the same agreement.
IN WITNESS OF WHICH the Parties have duly executed this Amending Agreement.
MITEL NETWORKS CORPORATION
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer
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/ XXXXXXX XXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President & Partner
EDGESTONE CAPITAL EQUITY FUND II
NOMINEE, INC., AS NOMINEE FOR EDGESTONE
CAPITAL EQUITY FUND II-A, L.P. AND ITS
PARALLEL INVESTORS
By: /s/ XXXXXXX XXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President & Partner
ZARLINK SEMICONDUCTOR INC.
By: /s/ XXX XXXXXXXX
-----------------------------------------
Name: Xxx XxXxxxxx
Title: Senior Vice President
POWER TECHNOLOGY INVESTMENT CORPORATION
By: /s/ XXXXXX XXXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President, Finance
XXXXXX XXXXXX CORPORATION
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
CELTIC TECH JET LIMITED
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
)
/s/ XXXXX X. XXXXXX ) /s/ XX. XXXXXXX X. XXXXXXXX
------------------------- ----------------------------------------
Witness ) Xx. XXXXXXX X. XXXXXXXX
)
