SECTION1.2 Defined Terms Generally. Unless otherwise defined herein, capitalizedterms used herein have the meanings provided therefore in the Credit Agreement.ARTICLE IIAMENDMENTS     SECTION 2.1 Section 1.1 of the Existing Credit Agreement is hereby amended by inserting thefollowing definitions in the appropriate alphabetical order:     “Fourth Amendment” means the Fourth Amendment and Consent to SecondLien Credit Agreement, dated as of May 15, 2009, among the Borrower, the Parent,the Administrative Agent, and the Lenders party thereto.     “Fourth Amendment Effective Date” means the Amendment EffectiveDate as that term is defined in Article IV of the Fourth Amendment.     “Lake Communications” means Lake Communications Limited, a companyorganized under the laws of Ireland.     “Lake Holdco” means Inter-Tel Lake Limited, a company organizedunder the laws of Ireland.     “Reorganization” means the reorganization transactions to beconsummated by the Canadian Borrower and certain of its Subsidiaries on or aboutthe Fourth Amendment Effective Date, the details of which are set forth on AnnexI to the Fourth Amendment.     SECTION 2.2 Amendment to Section 7.2.2. The preamble of Clause (f) of Section 7.2.2of the Existing Credit Agreement is hereby amended and restated in its entirety to read asfollows:     (f) Indebtedness of any Borrower or any Subsidiary owing to any Borrower orany other Subsidiary, which Indebtedness     SECTION 2.3 Amendments to Section 7.2.4.     SECTION 2.3.1 Section 7.2.4 of the Existing Credit Agreement is hereby amended by (a) deletingthe word “or” at the end of clause (k) and (b) inserting new clauses (m) and (n) immediatelyfollowing clause (1) which shall read as follows:     (m) Investments consisting of Indebtedness permitted by clause (f)(i) ofSection 7.2.2; and
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     (n) Investments consisting of Indebtedness permitted by clause (f)(ii) ofSection 7.2.2;     SECTION 2.3.2 The proviso at the end of Section 7.2.4 of the Existing Credit Agreement ishereby amended by deleting the text “or (i)” as it appears therein and replacing itwith”, (i) or (n)”.ARTICLE IIICONSENT     SECTION 3.1 Consent. The Required Lenders hereby consent to the Canadian Borrower andits Subsidiaries entering into and consummating the Reorganization, substantially as set forth onAnnex I hereto.ARTICLE IVCONDITIONS TO EFFECTIVENESS     SECTION 4.1 Conditions to Effectiveness. This Amendment shall become effective uponthe prior or simultaneous satisfaction of each of the following conditions in a manner reasonablysatisfactory to the Administrative Agent (the date when all such conditions are so satisfied beingthe “Amendment Effective Date”):     SECTION 4.1.1 Counterparts. The Administrative Agent shall have received (i)counterparts to this Amendment, executed by the Borrower and the Required Lenders and (ii) a fullyexecuted copy of an amendment relating to the First Lien Credit Agreement, substantially in theform of this Amendment.     SECTION 4.1.2 Certificate of Authorized Officer. The Borrower shall have delivered acertificate of an Authorized Officer, solely in its capacity as an Authorized Officer of theBorrower, certifying that, both immediately before and after giving effect to the this Amendment onthe Amendment Effective Date, the statements set forth in Article V hereof are true andcorrect.     SECTION 4.1.3 Obligor Acknowledgment and Consent. The Parent and each Obligor (otherthan the Borrower) shall execute and deliver an Acknowledgment and Consent in substantially theform of Annex II hereto.     SECTION 4.1.4 Legal Matters. All legal matters incident to this Amendment shall besatisfactory to the Administrative Agent and its counsel.     SECTION 4.1.5 Payment of Expenses. The Borrower shall have paid all reasonable fees,costs and expenses of the Agent in connection with the preparation, execution and delivery of thisAmendment and the administration of the Credit Agreement, including without limitation, thereasonable fees and disbursements of counsel to the Administrative Agent.
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ARTICLE VREPRESENTATIONS AND WARRANTIES     To induce the Lenders to enter into this Amendment, the Borrower represents and warrants tothe Lenders as set forth below:     SECTION 5.1 Representations and Warranties, No Event of Default. The representationsand warranties contained herein, in Article VI of the Credit Agreement and in each other LoanDocument, including any certificate or other writing delivered by or on behalf of any Obligor toany Secured Party in connection with this Amendment are true and correct in all material respectsboth immediately before and after giving effect to this Amendment (except that any representationand warranty expressly made as of a specific date shall be true and correct only as of suchspecific date), and both immediately before and after giving effect to this Amendment no Default orEvent of Default shall have occurred, assuming effectiveness of this Amendment, and be continuingor would result from this Amendment becoming effective in accordance with its terms.     SECTION 5.2 Due Authorization, Non-Contravention, etc. The execution, delivery andperformance by each Obligor of this Amendment, the Credit Agreement and each other Loan Documentexecuted or to be executed by it are in each case within such Person’s powers, have been dulyauthorized by all necessary action, and do not (a) contravene any (i) Obligor’s Organic Documents,(ii) court decree or order binding on or affecting any Obligor or (iii) law or governmentalregulation binding on or affecting any Obligor; or (b) result in (i) or require the creation orimposition of any Lien on any Obligor’s properties (except as permitted by the Credit Agreement)or (ii) a default under any material contractual restriction binding on or affecting any Obligor.     SECTION5.3 Government Approval, Regulation, etc. No authorization or approval orother action by, and no notice to or filing with, any GovernmentalAuthority or other Person(other than those that have been, or on the Amendment Effective Date will be, duly obtained ormade and which are, or on the Amendment Effective Date will be, in full force and effect) isrequired for the consummation of this Amendment or the Credit Agreement or the due execution,delivery or performance by any Obligor of this Amendment, the Credit Agreement or any other LoanDocument to which it is a party.     SECTION 5.4 Validity, etc. This Amendment, the Credit Agreement and each other LoanDocument to which any Obligor is a party constitutes the legal, valid and binding obligations ofsuch Obligor, enforceable against such Obligor in accordance with their respective terms except,in any case, as such enforceability may be limited by applicable bankruptcy, insolvency,reorganization or similar laws affecting creditors’ rights generally and by principles of equity.     SECTION 5.5 Transactions with Affiliates. The Borrower hereby represents and warrantsto the Agents and Lenders that the Reorganization is on fair and reasonable terms no
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less favorable to the Borrower and its Subsidiaries than they could obtain in an arm’s-lengthtransaction with a Person that is not an Affiliate and is of the kind which would be entered intoby a prudent Person in the position of the Borrower and its Subsidiaries with a Person that is notone of their Affiliates.ARTICLE VIMISCELLANEOUS     SECTION 6.1 Counterparts. This Amendment may be executed by the parties hereto inseveral counterparts, each of which when executed and delivered shall be an original and all ofwhich shall constitute together one and the same agreement. Delivery of an executed counterpart ofa signature page to this Amendment by facsimile (or other electronic transmission) shall beeffective as delivery of a manually executed counterpart of this Amendment.     SECTION 6.2 Cross-References. References in this Amendment to any Article or Sectionare, unless otherwise specified, to such Article or Section of this Amendment.     SECTION 6.3 Governing Law. This Amendment shall be governed by, and construed inaccordance with, the internal laws of the State of New York.     SECTION 6.4 Loan Document Pursuant to Credit Agreement. This Amendment constitutes a“Loan Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under theCredit Agreement if (a) any representation or warranty made by an Obligor under or in connectionwith this Amendment shall have been untrue, false or misleading in any material respect when made,or (b) an Obligor shall fail to perform or observe any term, covenant or agreement contained inthis Amendment.     SECTION 6.5 No Waiver. This Amendment is not, and shall not be deemed to be, a waiverof or consent to any Event of Default, event with which the giving of notice or lapse of time orboth may result in an Event of Default, or other non-compliance now existing or hereafter arisingunder the Credit Agreement and the other Loan Documents.     SECTION 6.6 Successors and Assigns. This Amendment shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns.     SECTION 6.7 Fees and Expenses. The Borrower shall pay on demand all out-of-pocketcosts and expenses of the Agent in connection with the preparation, execution and delivery of thisAmendment, including without limitation, the reasonable fees and expenses and other reasonablecharges of legal counsel to the Agent.     SECTION 6.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BYJURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL ORWRITTEN)
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OR ACTIONS OF SUCH PERSON IN CONNECTION THEREWITH. EACH BORROWER ACKNOWLEDGES AND AGREES THAT ITHAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACHOTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FORTHE OTHER PARTIES ENTERING INTO THIS AMENDMENT. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE,AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTYWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
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          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of thedate first above written.      MORGAN STANLEY SENIOR