ARTICLE IDEFINITIONS     Section 1.1. Certain Definitions. The following terms (whether or not underscored)when used in this Amendment Agreement shall have the following meanings (such meanings to beequally applicable to the singular and plural form thereof):     “Administrative Agents” is defined in the preamble.     “Amendment Agreement” is defined in the preamble.     “Arrangers” is defined in the preamble.     “Borrower” and “Borrowers” are defined in the preamble.     “Canadian Administrative Agent” is defined in the preamble.     “Canadian Borrower” is defined in the preamble.     “Canadian Facility Lender” is defined in the preamble.     “Existing First Lien Credit Agreement” means that certain First Lien Credit Agreement,dated as of August 16, 2007 (as further amended, supplemented or otherwise modified prior to thedate hereof), among the Borrowers, the Lenders, the Administrative Agents, the Collateral Agent,the Syndication Agents and the Arrangers.     “First Amendment Effective Date” is defined in Section 3.1.     “First Lien Credit Agreement” is defined in the first recital.     “Lenders” is defined in the preamble.     “Merrill Lynch” is defined in the preamble.     “MNI” is defined in the preamble.     “MS&Co” is defined in the preamble.     “MSSF Canada” is defined in the preamble.     “MSSF” is defined in the preamble.     “Paired Lenders” is defined in the preamble.     “Syndication Agents” is defined in the preamble.     “Term Loan Borrower” is defined in the preamble.
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     “U.S Revolving Loan Borrowers” is defined in the preamble.     “U.S. Administrative Agent” is defined in the preamble.     “U.S. Borrowers” is defined in the preamble.     “U.S. Facility Lenders” is defined in the preamble.     “U.S. Term Facility Lenders” is defined in the preamble.     Section 1.2. Terms Defined in the Existing First Lien Credit Agreement. Capitalizedterms not otherwise defined herein shall have the meanings provided therefor in the Existing FirstLien Credit Agreement.ARTICLE IIAMENDMENTS TO EXISTING FIRST LIEN CREDIT AGREEMENT     Effective on (and subject to the occurrence of) the First Amendment Effective Date, theprovisions of the Existing First Lien Credit Agreement referred to below are hereby amended inaccordance with this Article. Except as expressly so amended, the Existing First Lien CreditAgreement shall continue in full force and effect in accordance with its terms.     SECTION 2.1. Amendment to Article I. Article I of the Existing First Lien CreditAgreement is hereby amended as follows:     SECTION 2.1.1. Section 1.1 of the Existing First Lien Credit Agreement is amended by insertingthe following definitions in the appropriate alphabetical order:     “First Amendment” means the First Amendment to this Agreement, dated as ofSeptember 26, 2007, among the Borrowers and the Secured Parties.     “First Amendment Effective Date” is defined in Section 3.1 of the FirstAmendment.     SECTION 2.2. Amendments to Article XI. Article XI of the Existing First Lien CreditAgreement is hereby amended by adding a new Section 11.20 at the end of such Article to read in itsentirety as follows:Section 11.20. Confidentiality. Each of the Administrative Agents, the Lenders and theIssuers agrees to maintain the confidentiality of the Information (as defined below), exceptthat Information may be disclosed (i) to its Affiliates and to its and its Affiliates’respective partners, directors, officers, employees, agents, advisors and otherrepresentatives (it being understood that the Persons to whom such disclosure is made will beinformed of the confidential nature of such Information and instructed to keep suchInformation confidential), (ii) to the extent requested by any regulatory authority purportingto have jurisdiction over it (including any self-regulatory authority, such as the NationalAssociation of Insurance Commissioners), (iii) to the extent required by
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applicable laws or regulations or by any subpoena or similar legal process, (iv) to any otherparty hereto, (v) in connection with the exercise of any remedies hereunder or under any otherLoan Document or any action or proceeding relating to this Agreement or any other LoanDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreementcontaining provisions substantially similar as those of this Section, to (x) any AssigneeLender of or Participant in, or any prospective Assignee Lender of or Participant in, any ofits rights or obligations under this Agreement or (y) any actual or prospective counterparty(or its advisors) to any swap or derivative transaction relating to any of the Borrowers andtheir obligations, (vii) with the consent of the Parent or (viii) to the extent suchInformation (x) becomes publicly available other than as a result of a breach of this Sectionor (y) becomes available to any Secured Party or any of their respective Affiliates on anonconfidential basis from a source other than any of the Borrowers. For purposes of thisSection, “Information” means all information received from or on behalf of anyBorrower or its Subsidiaries relating to any Borrower or Subsidiary of a Borrower or any oftheir respective businesses, other than any such information that was available to any SecuredParty on a nonconfidential basis prior to disclosure by any Borrower or any of itsSubsidiaries, provided that, in the case of any such information received from anyBorrower or any of its Subsidiaries after the date hereof, such information is clearlyidentified at the time of delivery as confidential. Any Person required to maintain theconfidentiality of Information as provided in this Section shall be considered to havecomplied with its obligation to do so if such Person has exercised the same degree of care tomaintain the confidentiality of such Information as such Person would accord to its ownconfidential information. Any term or provision hereof to the contrary notwithstanding, theBorrowers hereby acknowledge and agree that the Administrative Agents shall be permitted todisclose to all Lenders, Participants and prospective Lenders and Participants (by electronicmeans or otherwise) (x) all financial information provided pursuant to clauses (a) and(b) of Section 7.1.1 and (y) unless otherwise notified in writing by theBorrowers, all other financial information provided to the Administrative Agents pursuant toSection 7.1.1 or otherwise, in each case as if such information had been filed by theBorrowers with the SEC on Form 10K or another periodic report (whether or not any Borrower isan issuer of securities pursuant to Section 12 of the Securities Act of 1933, as amended, atsuch time).ARTICLE IIICONDITIONS TO EFFECTIVENESS     SECTION 3.1. Effective Date. This Amendment Agreement shall become effective on thedate (the “First Amendment Effective Date”) when all the conditions set forth in thisArticle have been satisfied.     SECTION 3.1.1. Execution of Counterparts. The Administrative Agents shall havereceived a counterpart of this Amendment Agreement duly executed and delivered on behalf of theBorrowers and each of the other Obligors, and the Borrowers shall have received a counterpart ofthis Amendment Agreement duly executed and delivered on behalf of the Administrative Agents.
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     SECTION 3.1.2. Costs and Expenses, etc. The Administrative Agents shall have receivedfor the account of each Lender all fees, costs and expenses due and payable pursuant to Sections3.3 and 11.3 of the First Lien Credit Agreement, if then invoiced.     SECTION 3.1.3. Satisfactory Legal Form. All documents executed or submitted pursuanthereto by or on behalf of the Borrowers shall be reasonably satisfactory in form and substance tothe Administrative Agents and their counsel, and the Administrative Agents and their counsel shallhave received all information, approvals, documents or instruments as the Administrative Agents ortheir counsel may reasonably request.ARTICLE IVREPRESENTATIONS AND WARRANTIES     To induce the Lenders to enter into this Amendment Agreement, the Borrowers represent andwarrant to each Secured Party as set forth below.     SECTION 4.1. Validity, etc. The First Lien Credit Agreement, as amended by thisAmendment Agreement, constitutes the legal, valid and binding obligation of each of the Borrowersenforceable in accordance with its terms subject to the effects of bankruptcy, insolvency,fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affectingcreditors’ rights generally, general equitable principles (whether considered in a proceeding inequity or at law) and an implied covenant of good faith and fair dealing.ARTICLE VMISCELLANEOUS     SECTION 5.1. Cross References. References in this Amendment Agreement to any Articleor Section are, unless otherwise specified or otherwise required by the context, to such Article orSection of this Amendment Agreement.     SECTION 5.2. Loan Documents Pursuant to Existing First Lien Credit Agreement. ThisAmendment Agreement is a Loan Document executed pursuant to the Existing First Lien CreditAgreement and shall be construed, administered and applied in accordance with all of the terms andprovisions of the Existing First Lien Credit Agreement and, after the First Amendment EffectiveDate, the First Lien Credit Agreement.     SECTION 5.3. Successor and Assigns. This Amendment Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors and assigns.     SECTION 5.4. Counterparts. This Amendment Agreement may be executed by the partieshereto in several counterparts, each of which when executed and delivered shall be deemed to be anoriginal and all of which together shall constitute but one and the same agreement. Delivery of anexecuted counterpart of a signature page to this Amendment Agreement by facsimile shall beeffective as delivery of a manually executed counterpart of this Amendment Agreement.
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     SECTION 5.5. Governing Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSESECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK).     SECTION 5.6. Full Force and Effect; Limited Amendment. Except as expressly amendedhereby, all of the representations, warranties, terms, covenants, conditions and other provisionsof the Existing First Lien Credit Agreement and the Loan Documents shall remain unchanged and shallcontinue to be, and shall remain, in full force and effect in accordance with their respectiveterms. The amendments set forth herein shall be limited precisely as provided for herein to theprovisions expressly amended herein and shall not be deemed to be an amendment to, waiver of,consent to or modification of any other terms or provisions of the Existing First Lien CreditAgreement or any other Loan Document or of any transaction or further or future action on the partof any Obligor which would require the consent of the Lenders under the Existing First Lien CreditAgreement or any of the Loan Documents.*[Remainder of page intentionally left blank]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed bytheir respective officers thereunto duly authorized as of the date first above written.      MITEL NETWORKS CORPORATION