0000950123-09-050364 Sample Contracts

FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • October 14th, 2009 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York

THIS FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of September 14, 2009 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by Mitel Networks, Inc. (“MNI”), Mitel US Holdings, Inc. (“Holdings”), Mitel (Delaware), Inc. (together with MNI and Holdings, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”) and Mitel Networks Corporation (the “Canadian Borrower” and together with the U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in Article I below) and Wilmington Trust FSB, as U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”).

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FOURTH AMENDMENT AND CONSENT TO SECOND LIEN CREDIT AGREEMENT
Lien Credit Agreement • October 14th, 2009 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York

THIS FOURTH AMENDMENT AND CONSENT TO SECOND LIEN CREDIT AGREEMENT, dated as of May 15, 2009 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by Mitel US Holdings, Inc. (“Borrower”) and Mitel Networks Corporation (the “Parent”), the various financial institutions and other Persons (each as defined in the Credit Agreement referred to below)) listed on the signature pages hereof (each a “Lender” and collectively, the “Lenders”), and Morgan Stanley Senior Funding, Inc. (“MSSF”), as the Administrative Agent (in such capacity, the “Administrative Agent”).

FOURTH AMENDMENT AND CONSENT TO FIRST LIEN CREDIT AGREEMENT
Lien Credit Agreement • October 14th, 2009 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York

THIS FOURTH AMENDMENT AND CONSENT TO FIRST LIEN CREDIT AGREEMENT, dated as of May 15, 2009 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by Mitel Networks, Inc. (“MNI”), Mitel US Holdings, Inc. (“Holdings”), Mitel (Delaware), Inc. (together with MNI and Holdings, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”) and Mitel Networks Corporation (the “Canadian Borrower” and together with the U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in Article I below, and Morgan Stanley Senior Funding, Inc., as U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”).

FIFTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • October 14th, 2009 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York

THIS FIFTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of July 24, 2009 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by Mitel US Holdings, Inc. (the “Borrower”) and Mitel Networks Corporation (the “Parent”), the various financial institutions and other Persons (as defined in the Credit Agreement referred to below) listed on the signature pages hereof (each a “Lender” and collectively, the “Lenders”), and Morgan Stanley Senior Funding, Inc. (“MSSF”), as the Administrative Agent (in such capacity, the “Administrative Agent”).

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