0001193125-12-375757 Sample Contracts

EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 30th, 2012 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 23, 2012 (this “Amendment” or this “Eighth Amendment”), among Mitel Networks, Inc. (“MNI”), Mitel US Holdings, Inc. (“Holdings”), Mitel (Delaware), Inc. (formerly known as Inter-Tel (Delaware), Incorporated) (together with MNI and Holdings, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”), Mitel Networks Corporation (the “Canadian Borrower” and together with the U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons (including Canadian Facility Lenders acting through their U.S. branches, agencies or Affiliates (each as defined in the Credit Agreement referred to below)) listed on the signature pages hereof (each a “Lender” and collectively, the “Lenders”), and Wilmington Trust, N.A. (as successor in interest to Morgan Stanley Senior Funding, Inc.), as the U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”).

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SIXTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT
Second Lien Credit Agreement • August 30th, 2012 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York

THIS SIXTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, dated as of July 23, 2012 (this “Amendment” or the “Sixth 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 The Bank of New York Mellon (“BNYM”) (as successor in-interest to Morgan Stanley Senior Funding, Inc. (“MSSF”)), as the Administrative Agent (in such capacity, the “Administrative Agent”).

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