##### 








---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    3SECTION 1.1. Defined Terms
    
    
    3SECTION 1.2. Use of Defined Terms
    
    
    38SECTION 1.3. Cross-References
    
    
    38SECTION 1.4. Accounting and Financial Determinations
    
    
    39ARTICLE II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT
    
    
    39SECTION 2.1. Commitments
    
    
    39SECTION 2.2. Reduction of the Commitment Amounts
    
    
    41SECTION 2.3. Borrowing Procedures
    
    
    42SECTION 2.4. Continuation and Conversion Elections
    
    
    45SECTION 2.5. Funding
    
    
    46SECTION 2.6. Issuance Procedures
    
    
    46SECTION 2.7. Register; Notes
    
    
    49SECTION 2.8. Canadian BAs
    
    
    51ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
    
    
    53SECTION 3.1. Repayments and Prepayments; Application
    
    
    53SECTION 3.2. Interest Provisions
    
    
    55SECTION 3.3. Fees
    
    
    57ARTICLE IV CERTAIN LIBO RATE, CANADIAN BA AND OTHER PROVISIONS
    
    
    58SECTION 4.1. Fixed Rate Lending Unlawful
    
    
    58SECTION 4.2. Deposits Unavailable; Circumstances making Canadian BAs Unavailable
    
    
    59SECTION 4.3.
Increased LIBO Rate Loan Costs, etc.
    
    
    59SECTION 4.4. Funding Losses
    
    
    59SECTION 4.5. Increased Capital Costs
    
    
    60SECTION 4.6. Taxes
    
    
    60SECTION 4.7.
Payments, Computations; Proceeds of Collateral, etc.
    
    
    64SECTION 4.8. Sharing of Payments
    
    
    65SECTION 4.9. Setoff
    
    
    66SECTION 4.10. Mitigation
    
    
    66SECTION 4.11. Removal of Lenders
    
    
    66SECTION 4.12. Withholding Tax-Exempt Status of Canadian Revolving Loan Lender and Canadian Swing Line Lender
    
    
    67
 -i-




---



##### 



TABLE OF CONTENTS
 PageARTICLE V CONDITIONS TO CREDIT EXTENSIONS
    
    
    68SECTION 5.1. Initial Credit Extension
    
    
    68SECTION 5.2. All Credit Extensions
    
    
    73ARTICLE VI REPRESENTATIONS AND WARRANTIES
    
    
    74SECTION 6.1. Organization, etc.
    
    
    74SECTION 6.2. Due Authorization, Non-Contravention, etc.
    
    
    74SECTION 6.3. Government Approval, Regulation, etc.
    
    
    75SECTION 6.4. Validity, etc.
    
    
    75SECTION 6.5. Financial Information
    
    
    75SECTION 6.6. No Material Adverse Change
    
    
    75SECTION 6.7. Litigation, Labor Controversies, etc.
    
    
    76SECTION 6.8. Subsidiaries
    
    
    76SECTION 6.9. Ownership of Properties
    
    
    76SECTION 6.10. Taxes
    
    
    76SECTION 6.11. Pension and Welfare Plans
    
    
    76SECTION 6.12. Environmental Warranties
    
    
    77SECTION 6.13. Accuracy of Information
    
    
    78SECTION 6.14. Regulations U and X
    
    
    78SECTION 6.15. Solvency
    
    
    78SECTION 6.16. Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc.
    
    
    78SECTION 6.17. Quebec Based Collateral
    
    
    79ARTICLE VII COVENANTS
    
    
    79SECTION 7.1. Affirmative Covenants
    
    
    79SECTION 7.2. Negative Covenants
    
    
    84ARTICLE VIII EVENTS OF DEFAULT
    
    
    96SECTION 8.1. Listing of Events of Default
    
    
    96SECTION 8.2. Action if Bankruptcy
    
    
    99SECTION 8.3. Action if Other Event of Default
    
    
    99ARTICLE IX THE AGENTS
    
    
    99SECTION 9.1. Actions
    
    
    99SECTION 9.2. Funding Reliance, etc.
    
    
    101SECTION 9.3. Exculpation
    
    
    101
 -ii-




---



##### 



TABLE OF CONTENTS
 PageSECTION 9.4. Successor
    
    
    101SECTION 9.5. Loans by Morgan Stanley
    
    
    103SECTION 9.6. Credit Decisions
    
    
    103SECTION 9.7. Copies, etc.
    
    
    103SECTION 9.8. Reliance by Administrative Agents
    
    
    103SECTION 9.9. Defaults
    
    
    104ARTICLE X GUARANTY PROVISIONS
    
    
    104SECTION 10.1. Parent Guaranty Provisions
    
    
    104SECTION 10.2. Parent Guaranty
    
    
    104SECTION 10.3. Guaranty Absolute, etc.
    
    
    104SECTION
10.4. Reinstatement, etc.
    
    
    105SECTION 10.5. Waiver, etc.
    
    
    105SECTION 10.6. Postponement of Subrogation, etc.
    
    
    105ARTICLE XI MISCELLANEOUS PROVISIONS
    
    
    106SECTION 11.1. Waivers, Amendments, etc.
    
    
    106SECTION 11.2. Notices; Time
    
    
    107SECTION 11.3. Payment of Costs and Expenses
    
    
    107SECTION 11.4. Indemnification
    
    
    108SECTION 11.5. Survival
    
    
    110SECTION 11.6. Severability
    
    
    110SECTION 11.7. Headings
    
    
    110SECTION 11.8. Execution in Counterparts, Effectiveness, etc.
    
    
    110SECTION 11.9. Governing Law; Entire Agreement
    
    
    110SECTION 11.10. Successors and Assigns
    
    
    110SECTION 11.11. Sale and Transfer of Credit Extensions; Participations in Credit Extensions; Notes
    
    
    111SECTION 11.12. Other Transactions
    
    
    114SECTION 11.13. Forum Selection and Consent to Jurisdiction
    
    
    114SECTION 11.14. Service of Process, Appointment of Process Agent
    
    
    115SECTION 11.15. Waiver of Jury Trial
    
    
    115SECTION 11.16. No Immunity
    
    
    115SECTION 11.17. Judgment Currency
    
    
    116SECTION 11.18. PATRIOT Act Notification
    
    
    116SECTION 11.19. Assumption by Target
    
    
    116
 -iii-




---



##### 



SCHEDULE I
    
    -
    
    Disclosure ScheduleSCHEDULE II
    
    -
    
    Percentages; LIBOR Office; Domestic OfficeEXHIBIT A-1
    
    -
    
    Form of Canadian Revolving NoteEXHIBIT A-2
    
    -
    
    Form of U.S. Revolving NoteEXHIBIT A-3
    
    -
    
    Form of Term NoteEXHIBIT A-4
    
    -
    
    Form of Canadian Swing Line NoteEXHIBIT A-5
    
    -
    
    Form of U.S. Swing Line NoteEXHIBIT A-6
    
    -
    
    Form of Acceptance NoteEXHIBIT B-1
    
    -
    
    Form of Canadian Revolving Loan Borrowing RequestEXHIBIT B-2
    
    -
    
    Form of Term Loan/U.S. Revolving Loan Borrowing RequestEXHIBIT B-3
    
    -
    
    Form of Issuance RequestEXHIBIT C-1
    
    -
    
    Form of Canadian Revolving Loan Continuation/Conversion NoticeEXHIBIT C-2
    
    -
    
    Form of Term Loan/U.S. Revolving Loan Continuation/Conversion NoticeEXHIBIT D
    
    -
    
    Form of Lender Assignment AgreementEXHIBIT E
    
    -
    
    Form of Compliance CertificateEXHIBIT F
    
    -
    
    Form of Subsidiary GuarantyEXHIBIT G-1
    
    -
    
    Form of U.S. Pledge and Security AgreementEXHIBIT G-2
    
    -
    
    Form of Canadian Pledge and Security AgreementEXHIBIT G-3
    
    -
    
    Form of U.K. Security AgreementEXHIBIT H
    
    -
    
    Form of MortgageEXHIBIT I
    
    -
    
    Form of Intercreditor AgreementEXHIBIT J
    
    -
    
    Form of Landlord Consent
 -i-




---



##### 



Parent Section 1.1 Canadian
Borrower MNI Holdings Term Loan Borrower MergerSub Target Company U.S. Revolving Loan Borrowers U.S. Borrowers Borrowers Borrower Canadian Facility Lenders Paired Lenders U.S. Term Loan
Facility Lenders U.S. Facility
Lenders Lenders MSSF U.S. Administrative Agent MS&Co Collateral Agent MSSF Canada Morgan Stanley Canadian
Administrative Agent Administrative
Agents Merrill Lynch Syndication
Agents Arrangers
  Merger Agreement Acquisition Merger




---



##### 



Refinancing
       Sponsor Equity Contribution
   -2-




---



##### 



Defined Terms
 Acceptance Note Section 2.8.3
 Acquisition first recital
 Administrative Agents Section 9.4
 Affected Lender Section 4.11
 Affiliate Control
 Agents
 Agreement
 Alternate Base Rate Wall Street
Journal plus plus provided
 Alternate Base Rate Loan
 Applicable Canadian BA Stamping Fee
 -3-




---



##### 



Applicable Commitment Fee Margin
 Applicable CommitmentLeverage Ratio
    
    Fee MarginGreater than 2.75:1
    
    
    0.50
    %Less than or equal to 2.75:1 and greater than 2.00:1
    
    
    0.375
    %Less than or equal to 2.00:1
    
    
    0.25
    %
 clause (c) Section 7.1.1 st st
 Applicable Margin
 -4-




---



##### 



ApplicableApplicable Margin
    
    Marginfor Revolving Loans (other than
    
    for SwingSwing Line Loans)
    
    Line LoansAlternate Base
    
    Alternate BaseRate/
    
    Rate/
    
    ApplicableCanadian
    
    Canadian
    
    Canadian BALeverage Ratio
    
    LIBO Rate
    
    Prime Rate
    
    Prime Rate
    
    Stamping FeeGreater than 2.75:1
    
    
    3.25
    %
    
    
    2.25
    %
    
    
    1.75
    %
    
    
    3.125
    %Less than or equal
to 2.75:1 and
greater than 2.00:1
    
    
    3.00
    %
    
    
    2.00
    %
    
    
    1.625
    %
    
    
    2.875
    %Less than or equal
to 2.00:1
    
    
    2.75
    %
    
    
    1.75
    %
    
    
    1.50
    %
    
    
    2.625
    %
 clause (c) Section 7.1.1 st
 Approved Fund
 Arizona Property
 Arrangers preamble
 Assignee Lender
 Authorized Officer Section 5.1.1
 Base Rate Loan
 -5-




---



##### 



Board of Directors
 Borrower Borrowers preamble
 Borrowing Section 2.3
 Borrowing Request
 Business Day
  clause (a)(i) (ii)
 Canadian Administrative Agent preamble
 Canadian BA Depository Bills and Notes Act
 Canadian Borrower preamble
 Canadian Credit Extensions
 -6-




---



##### 



Canadian Dollar C$
 Canadian Dollar Equivalent
 Canadian Facility Lenders preamble
 Canadian Issuer
 Canadian Letter of Credit clause (a) Section 2.1.2
 Canadian Letter of Credit Commitment Section 2.1.2
 Canadian Letter of Credit Commitment Amount
 Canadian Letter of Credit Outstandings
 Canadian Letter of Credit Stated Expiry Date Section 2.6
 Canadian Loan
 Canadian Pension Plan
 Canadian Person
 Canadian Pledge and Security Agreement
 -7-




---



##### 



Exhibit G 2
 Canadian Prime Rate
  plus
 provided
 Canadian Prime Rate Loans
 Canadian Register Section 2.7
 Canadian Revolving Loan Borrowing Request Exhibit B-1
 Canadian Revolving Loan Commitment clause (a) Section 2.1.1
 Canadian Revolving Loan Commitment Amount Section 2.2
 Canadian Revolving Loan Continuation/Conversion Notice Exhibit C-1
 Canadian Revolving Loan Lender clause (a) Section 2.1.1
 Canadian Revolving Loans clause (a) Section 2.1.1
 Canadian Revolving Note Exhibit A-1
 -8-




---



##### 



Canadian Subsidiary
 Canadian Subsidiary Guarantor
 Canadian Swing Line Lender Section 2.1.1
 Canadian Swing Line Loan clause (c) Section 2.1.1
 Canadian Swing Line Loan Commitment Amount Section 2.2
 Canadian Swing Line Loan Commitment clause (c) Section 2.1.1
 Canadian Swing Line Note Exhibit A-4
 Canadian Welfare Plan
 Capital Expenditures
 Capital Securities
 Capitalized Lease Liabilities
 -9-




---



##### 



Cash Collateralize
 Cash Equivalent Investment
        clause
(c)(i)
 clause (a)
  -10-




---



##### 



Casualty Event
 CDOR Rate
 CERCLA
 CERCLIS
 CFC Subsidiary
 Change in Control
    -11-




---



##### 



Closing Date
 Closing Date Certificate
 Code
 Collateral Agent preamble
 Commitment
 Commitment Amount
 Commitment Termination Date
 Commitment Termination Event
 clauses (a) (d) Section 8.1.9
  -12-




---



##### 



Section 8.3
  Company preamble
 Compliance Certificate Exhibit E
 Consolidated EBITDA provided clause (y) clause (b)(viii)
 Consolidated Total Debt clause (a) clause (b) clause (a) clause (c) clause (g) plus clause
(m) Section 7.2.2, clause (m) minus
 Consolidated Working Capital
  over
 -13-




---



##### 



Consolidated Working Capital Adjustment
 Contingent Liability
 Continuation/Conversion Notice
 Control Agent
 Controlled Group
 Convertible Preferred Stock
 Convertible Preferred Stock Documents Section 7.2.12
 Copyright Security Agreement
 Credit Extension
  -14-




---



##### 



Currency
 DBRS
 Default
 Defaulting Lender Section 11.11 Section 2.6.1 Section 2.1
 Disbursement Section 2.6.2
 Disbursement Date Section 2.6.2
 Disclosure Schedule Schedule
I
 Discount Rate plus
 Disposition Dispose
 Dollar $
 Domestic Office
 Schedule II
 -15-




---



##### 



Schedule II
 ECF Percentage
 Effective Date Section 11.8
 Eligible Assignee
 Environmental Laws
 Equity Contribution third recital
 ERISA
 Event of Default Section 8.1
 Excess Cash Flow
  over
 clause (c) Section 3.1.1 Section 3.1.1
 -16-




---



##### 



clauses (iv) (vi) (vii)
 Exchange Act
 Exemption Certificate clause (f) Section 4.6
 Federal Funds Rate
   Fee Letter
 Filing Agent Section 5.1.14
 Filing Statements Section 5.1.14
 First Lien Post-Closing Letter Agreement clause (e) Section 7.1.11
 First-Tier CFC Subsidiary
 Fiscal Quarter
 Fiscal Year
 -17-




---



##### 



Fixed Rate Loan
 Floating Rate Loan
 Foreign Pledge Agreement
 Foreign Subsidiary
 F.R.S. Board
 GAAP Section 1.4
 Governmental Authority
 Guarantor
 Guaranty
 Hazardous Material
    Hedging Obligations
 -18-




---



##### 



herein hereof hereto hereunder
 Holdings preamble
 Immaterial Subsidiary
 Impermissible Qualification
    including include
 Indebtedness
       -19-




---



##### 



Indemnified Liabilities Section 11.4
 Indemnified Parties Section 11.4
 Interco Subordination Agreement
 Intercreditor Agreement Exhibit I
 Interest Expense
 Interest Period Sections 2.3 2.4 Sections 2.3 2.4 Section 2.4 Section 2.8.3 Section 2.3 2.4 provided
   -20-




---



##### 



Investment
     Irish Subsidiary
 ISP Rules Section 11.9
 Issuance Request Exhibit B-3
 Issuer provided
 ITA
 Judgment Currency Section 11.17
 Landlord Consent Exhibit J
 Lease Purchasers
 Lease Purchase Transaction Purchased Lease
 -21-




---



##### 



Residual Positions
 Lender Assignment Agreement Exhibit D
 Lenders preamble provided however Article VIII Section 11.1
 Lenders Environmental Liability
  Section 6.12
   Letter of Credit
 Letter of Credit Commitment
 Letter of Credit Commitment Amount
 -22-




---



##### 



Section 2.2
 Letter of Credit Outstandings
 Leverage Ratio
  to
  provided
 Fiscal Quarter Ending
    
    AmountOctober 31, 2007
    
    $
    32,900,000January 31, 2008
    
    $
    32,500,000April 30, 2008
    
    $
    29,600,000July 31, 2008
    
    $
    23,200,000October 31, 2008
    
    $
    16,300,000January 31, 2009
    
    $
    9,000,000
 LIBO Rate
   -23-




---



##### 



LIBO Rate Loan
 LIBO Rate (Reserve Adjusted)
 LIBO Rate
    
    =
    
    LIBO Rate(Reserve Adjusted)
    
    
    
    1.00 - LIBOR Reserve Percentage
  LIBOR Office Schedule II
 LIBOR Reserve Percentage
 Lien
 Loan
 -24-




---



##### 



Loan Documents
 Material Adverse Effect
 Material Subsidiary
 Merger first recital
 Merger Agreement first recital
 MergerSub preamble
 Merrill Lynch preamble
 MNI preamble
 Moodys
 Morgan Stanley preamble
 Mortgage Exhibit H-1
 MS&Co preamble
 MSSF preamble
 MSSF Canada preamble
 -25-




---



##### 



Multiemployer Plan
 Net Casualty Proceeds clause (d) Section 7.2.3
 Net Debt Proceeds Section 7.2.2
 over
  Net Disposition Proceeds clause (y) Section 7.2.9 clause (b) Section 7.2.17 clause (d) Section 7.2.11 minus
 -26-




---



##### 



provided
 Net Equity Proceeds excess
 over
  Net Income
 Nevada Property
 Non-Affected Replacement Lender Section 4.11
 Non-Consenting Lender Section 4.11
 Non-Excluded Taxes
 Non-U.S. Lender
 Note
 Notional BA Proceeds
 -27-




---



##### 



Obligations Section 8.1.9
 Obligor
 Organic Document
 Other Taxes
 Paired Lenders preamble
 Parent preamble
 Participant clause (e) Section 11.11
 Patent Security Agreement
 -28-




---



##### 



PATRIOT Act
 PATRIOT Act Disclosures
 Payment Currency Section 11.17
 PBGC
 Percentage
 Permitted Acquisition
 Section 7.1.8 Section 7.2.1
 Section 7.1.1
 Permitted Holders
 Person
 PPSA
 Primary Syndication
 -29-




---



##### 



Process Agent Section 11.14
 Public Market
 Public Offering
 Purchased Leases
 Quarterly Payment Date
 Rate Protection Agreement
 Refinancing second recital
 Refinancing Documents
 Refunded Swing Line Loans clause (c) Section 2.3.2
 Register
 Reimbursement Obligation Section 2.6.3
 -30-




---



##### 



Related U.S. Lenders
 Release
 Replacement Lender clause (h) Section 11.11
 Replacement Notice Section 4.11
 Required Lenders
 Reset Date clause (c) Section 7.1.1
 Residual Positions
 Resource Conservation and Recovery Act
 Restricted Payment
 Revolving Loan
 Revolving Loan Commitment
 Revolving Loan Commitment Amount Section 2.2 provided
 Revolving Loan Commitment Termination Date
 -31-




---



##### 



Revolving Loan Lender
 Revolving Loan Percentage Schedule II Section 11.11
 Revolving Note
 S&P
 SEC
 Second Lien Agent
 Second Lien Credit Agreement Second Lien Agent
 Second Lien Loan Documents
 Second Lien Loans
 Secured Parties
 -32-




---



##### 



Security Agreement
 Solvent
     Specified Equity Contribution clause (b) Section
7.2.4
 Sponsor third recital
 Stated Amount
 Stated Expiry Date
 Stated Maturity Date
   Subordinated Debt
 -33-




---



##### 



Subordinated Debt Documents Section 7.2.12
 Subordination Provisions Section 8.1.11
 Subsidiary Subsidiary
 Subsidiary Guarantor
 Subsidiary Guaranty Exhibit F-1
 Swing Line Lender
 Swing Line Loan
 Swing Line Loan Commitment
 Swing Line Loan Commitment Amount Section 2.2 provided
 Swing Line Note
 Syndication Agents preamble
 -34-




---



##### 



Synthetic Lease
 Target preamble
 Taxes
 Term Loan Borrower preamble
 Term Loan Commitment Section 2.1.3
 Term Loan Commitment Amount
 Term Loan Commitment Termination Date
     Term Loan Lender
 Term Loan Percentage Schedule II Section 11.11
 Term Loans Section 2.1.3
 Term Loan/U.S. Revolving Loan Borrowing Request Exhibit B-2
 -35-




---



##### 



Term Loan/U.S. Revolving Loan Continuation/Conversion Notice Exhibit C-2
 Term Note Exhibit A 3
 Termination Date
 Total Exposure Amount provided
 Trademark Security Agreement
 Transaction
 Transaction Documents Section 7.2.12
 type
 UCC provided
 -36-




---



##### 



UCC
 U.K. Subsidiary
 U.K. Subsidiary Guarantor
 U.K. Security Agreement Exhibit G-3
 United States U.S.
 U.S. Administrative Agent preamble
 U.S. Borrowers preamble
 U.S. Credit Extensions
 U.S. Dollar $
 U.S. Dollar Equivalent
 U.S. Facility Lenders preamble
 U.S. Issuer
 U.S. Letter of Credit clause (b) Section 2.1.2
 U.S. Letter of Credit Commitment Section 2.1.2
 U.S. Letter of Credit Commitment Amount Section 2.2
 -37-




---



##### 



U.S. Letter of Credit Outstandings
 U.S. Letter of Credit Stated Expiry Date Section 2.6
 U.S. Loan
 U.S. Pension Plan provided
 U.S. Person
 U.S. Pledge and Security Agreement Exhibit G-1
 U.S. Prime Rate
 U.S. Register clause (a) Section 2.7
 U.S. Revolving Loan Borrowers preamble
 U.S. Revolving Loan Commitment clause (b) Section 2.1.1
 U.S. Revolving Loan Commitment Amount Section 2.2
 U.S. Revolving Loan Lender clause (b) Section 2.1.1
 U.S. Revolving Loans clause (b) Section 2.1.1
 -38-




---



##### 



U.S. Revolving Note Exhibit A-2
 U.S. Subsidiary
 U.S. Subsidiary Guarantor
 U.S. Swing Line Lender Section 2.1.1
 U.S. Swing Line Loan clause (d) Section 2.1.1
 U.S. Swing Line Loan Commitment clause (d) Section 2.1.1
 U.S. Swing Line Loan Commitment Amount Section 2.2
 U.S. Swing Line Note Exhibit A-5
 U.S. Term Loan Facility Lenders preamble
 U.S. Welfare Plan provided
 Voting Securities
 wholly owned Subsidiary
 -39-




---



##### 



Use of Defined Terms
 Cross-References
 Accounting and Financial Determinations Section 7.2.4 GAAP clause (a) Section 5.1.6
 pro forma
 -40-




---



##### 



Commitments
 Revolving Loan Commitment and Swing Line Loan Commitment
 Canadian Revolving Loan Lender Canadian Revolving Loans
 U.S.
Revolving Loan Lender U.S. Revolving Loans
 Canadian
Swing Line Loans
 U.S. Swing Line
Loans
  -41-




---



##### 



Section 2.1.1
 Letter of Credit Commitment
 Canadian Letter of Credit
 U.S.
Letter of Credit Letters of
Credit
    -42-




---



##### 



Term Loan Commitment Term Loans
 Increase or Reduction of the Commitment Amounts
 Optional
 provided clause (b) clause (b)
 -43-




---



##### 



provided clause (b)
 Mandatory Reduction of Revolving Loan Commitment Amount
 Automatic Reductions to Commitment Amounts first second
 -44-




---



##### 



Borrowing Procedures Section 2.3.1 Section 2.3.2
 Borrowing Procedure provided
 Swing Line Loans; Participations, etc
  -45-




---



##### 



Refunded
Swing Line Loans
 -46-




---



##### 



Continuation and Conversion Elections provided
 Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as,
Canadian BAs Section 2.4
 -47-




---



##### 



Section 2.8
 Converting Canadian BAs to Canadian Prime Rate Loans Section 2.4
 Funding provided Sections 4.1 4.2 4.3 4.4
 Issuance Procedures
 Section 7.1.7
 -48-




---



##### 



Canadian Letter of Credit Stated Expiry Date
 Section 7.1.7 U.S. Letter of Credit
Stated Expiry Date
 Other Lenders Participation Section 2.6.3 Section 3.3.3 clause (b) Section 3.3.3 Section 3.2
 Disbursements
 -49-




---



##### 



Disbursement Date Disbursement Section 2.6.2 clause (a) Section 3.2.1
 Reimbursement Reimbursement Obligation Section 2.6.2 Section 2.6.1 provided
 Deemed Disbursements clauses (a) (d) Section 8.1.9
   -50-




---



##### 



Nature of Reimbursement Obligations Section 2.6.1
       Register; Notes
 U.S. Register
 -51-




---



##### 



Section 11.11 Section 11.11
 provided provided
 Canadian Register Section 11.11
 -52-




---



##### 



Section 11.11
 provided inter alia, provided
 Canadian BAs
 Funding of Canadian BAs
 -53-




---



##### 



Execution of Canadian BAs
 Special Provisions Relating to Acceptance Notes clause (b) Section 2.8.3
 clause (a) Section 2.8.3 Acceptance Note
 -54-




---



##### 



Exhibit A-6 Article II
 
 Repayments and Prepayments; Application
 Repayments and Prepayments
  provided pro rata pro rata pro rata
 provided
 -55-




---



##### 



Percentage of RequiredPeriod
    
    Principal RepaymentClosing Date through (and including) April 30, 2014
    
    
    0.25
    %Stated Maturity Date
for Term Loans
    
    
    93.25
    %
 provided clause (c) Section 7.1.1
 provided clause (e) clause (e)
 -56-




---



##### 



Section 7.2.1 provided further clause (e)
  Section 8.2 Section 8.3 Section 8.3
 Section
4.4
 Application Section 3.1.1
 clause (b) first second Section 4.4
 clauses (d) (e) (f) Section
 3.1.1 first second thereafter pro rata Section 2.2.2
 -57-




---



##### 



Interest Provisions
 Rates Section 2.3.2
 provided
  Section 3.2.3
 Post-Maturity Rates plus plus
 Payment Dates
   -58-




---



##### 



clause (c)
 Section 8.2 Section 8.3
  Interest Act Provision
 Calculation
Period multiplied
    Fees
 Commitment Fee
 -59-




---



##### 



Article V
 Administrative Agents Fee provided
 Letter of Credit Fees
  provided
 -60-




---



##### 



Fixed Rate Lending Unlawful
 Deposits Unavailable; Circumstances making Canadian BAs Unavailable
 Section 2.3 Section 2.4
  Increased LIBO Rate Loan Costs, etc Sections 4.5 4.6
 -61-




---



##### 



Funding Losses
 Article III
    Increased Capital Costs th provided
 -62-




---



##### 



Taxes
  clause (h)
 clause (a)(i)
  Section 4.6
 clause (h) provided clause
(c) provided th
 -63-




---



##### 



clause (a)
  Exemption Certificate
   -64-




---



##### 



Section 4.6 Section 4.6 clause (g) Lender Section 2.5
 clause (a)(i) clause (d) clause (f) provided clause (a)(i) clause (d) Section 11.11 clause
(a)(i) clause (d)
 clause (a) clause (d)
 -65-




---



##### 



clause (i) Section 4.6
 Section 4.6 Borrower
 Payments, Computations; Proceeds of Collateral, etc Section 3.2.4 clause (c)
 first second clause (b)(i)
 -66-




---



##### 



third clauses (b)(i) (b)(ii) fourth clauses (b)(i) (b)(iii) fifth clauses (b)(i) (b)(iv) clause (b)(iii)
 Section 7.1.1
 Sharing of Payments Sections 4.3 4.4 4.5 4.6 pro rata
 provided
 -67-




---



##### 



Section 4.9 clause (f) Section 11.11
 Setoff clauses (a) (d) Section 8.1.9 provided Section 4.8 provided
 Mitigation Sections 4.3 4.5 4.6 Section 4.3 4.5 4.6
 Removal of Lenders Affected Lender Non-Consenting Lender Section 4.3 4.5 4.6 Replacement Notice
 -68-




---



##### 



Non-Affected Replacement Lender provided Section 4.5 4.6 Section 4.5 4.6 Section 4.3 4.5 4.6 Section 4.4 Section 11.11 provided Sections 4.3 4.5 4.6
 Withholding Tax-Exempt Status of Canadian Revolving Loan Lender and
Canadian Swing Line Lender Gross-Up Lender Section 4.6
 -69-




---



##### 



Section 4.6 Section 4.6
 
 Initial Credit Extension
 Resolutions, etc
     Closing Date Certificate
 Consummation of Transaction
 -70-




---



##### 



Payment of Outstanding Indebtedness, etc Item 7.2.2(b) provided clause (c) Section 5.1.12
 Delivery of Notes
 Financial Information, etc
  pro forma pro forma
 Pro Forma Consolidated EBITDA
 -71-




---



##### 



pro forma pro forma
 Compliance Certificate
 Solvency, etc
 Perfection Certificate
 Subsidiary Guaranty Section 7.1.8 clause (d) Section 7.1.11 Section 7.1.12
 Security Agreements
 provided however
 -72-




---



##### 



Section 5.1.12
  Item 7.2.2(b)
 Section 7.2.3
 Intellectual Property Security Agreements
 Filing Agent, etc. Filing Statements clauses (a) (b) (c) Section 5.1.12 Filing Agent
 -73-




---



##### 



Foreign Pledge Agreements
 Insurance
 Mortgages
    provided however Section 7.1.11
 Intercreditor Agreement
 -74-




---



##### 



Opinions of Counsel
   provided however Sections 5.1.17 7.1.11
   PATRIOT Act Disclosures
 Process Agent Section 11.14
 Closing Fees, Expenses, etc. Sections 3.3 11.3 Sections 3.3 11.3
 All Credit Extensions
 -75-




---



##### 



Compliance with Warranties, No Default, etc
   Credit Extension Request, etc Section 2.3.2 Section 5.2.1
 Satisfactory Legal Form
 
  Organization, etc.
 Due Authorization, Non-Contravention, etc.
 -76-




---



##### 



Government Approval, Regulation, etc
 Validity, etc.
 Financial Information Section 5.1.6 Section 5.1.6 Section 7.1.1 Section 5.1.6
 No Material Adverse Change
 -77-




---



##### 



Litigation, Labor Controversies, etc.
 Item 6.7
  Subsidiaries Item 6.8 Sections 7.2.5 7.2.10
 Ownership of Properties Section 7.2.3
 Taxes
 Pension and Welfare Plans
 Item 6.11
 -78-




---



##### 



Item
6.11(b)
 Environmental Warranties Item 6.12
        -79-




---



##### 



Accuracy of Information
 Regulations U and X
 Solvency
 Issuance of Subordinated Debt; Status of Obligations as Senior
Indebtedness, etc
 -80-




---



##### 



Quebec Based Collateral
 
 Affirmative Covenants
 Financial Information, Reports, Notices, etc. :
  Section 7.2.4
 clauses (a) (b)
 -81-




---



##### 



Section 7.2.4 Section 7.1.8 clause
(b)
  Item 6.7 Section 6.7
   Section 3.1.1
 clause (b)
  -82-




---



##### 



Maintenance of Existence; Compliance with Contracts, Laws, etc Section 7.2.10
 Maintenance of Properties Sections 7.2.10 7.2.11
 Insurance
   -83-




---



##### 



Books and Records provided
 Environmental Law Covenant
   Use of Proceeds
  -84-




---



##### 



Future Guarantors, Security, etc. Section 7.1.11 Section 7.2.3
 -85-




---



##### 



Rate Protection Agreements
 Maintenance of Ratings
 Post-Closing Obligations
 Liquidation of Barbados Subsidiaries Section 7.1.8 Section 7.1.8
 Mortgages Section 5.1.17
 Landlord Consents Item 7.1.11(c) provided th th th
 Irish Subsidiaries
 -86-




---



##### 



Section 5.1 clause (d) Section 5.1.11
 Post-Closing Letter Agreement clauses (a) (d)
 Section 7.1.11 Section 7.1.11 Section 7.1.11
 Obligors Section 7.1.8 Section 7.1.8 Section 7.1.12
 Negative Covenants
 Business Activities
 -87-




---



##### 



Indebtedness
  Item 7.2.2(b)
 Item
7.2.2(c)
  provided provided
  provided
 -88-




---



##### 



clause (e)(i) Section 7.2.5
  Item
7.2.2(c)
     provided
 -89-




---



##### 



provided clauses (c) (e) (f)(ii) (i) (j) (k) (l)
 Liens
  clause (b) Section 7.2.2
 Item 7.2.3(c) clause (c) Section 7.2.2 provided clause (c) Section 7.2.2
 clause (e) Section 7.2.2 provided
 clause (k) Section 7.2.2 provided
    -90-




---



##### 



Section 8.1.6
   clause (g) Section 7.2.2
 clauses (f) (k) (l) Section 7.2.2
      -91-




---



##### 



Leverage Ratio
  Fiscal Quarter Ending
    
    RatioJanuary 31, 2009
    
    
    7.10:1.00April 30, 2009
    
    
    6.50:1.00July 31, 2009
    
    
    5.50:1.00October 31, 2009
    
    
    5.20:1.00January 31, 2010
    
    
    5.00:1.00April 30, 2010
    
    
    4.80:1.00July 31, 2010
    
    
    4.60:1.00October 31, 2010
    
    
    4.30:1.00January 31, 2011
    
    
    4.10:1.00April 30, 2011
    
    
    3.90:1.00July 31, 2011
    
    
    3.60:1.00October 31, 2011
    
    
    3.40:1.00January 31, 2012
    
    
    3.20:1.00April 30, 2012
    
    
    2.90:1.00July 31, 2012
    
    
    2.70:1.00October 31, 2012
    
    
    2.40:1.00January 31, 2013
    
    
    2.20:1.00April 30, 2013 and thereafter
    
    
    2.00:1.00
 Section 7.2.4 Section 7.2.4 Specified Equity Contribution provided however Section
7.2.4 Section 7.2.4
 Investments
 Item 7.2.5(a)
 -92-




---



##### 



Section 7.2.11
 provided clause (f)(ii) Section 7.2.2 clause (f)(ii) Section 7.2.2
  clause (b) Section 7.2.10 provided provided further Section 7.1.8
      provided
 -93-




---



##### 



clauses (e)(i) (g) (h)
 Restricted Payments, etc. provided however clause (c) clause (d)
 Capital Expenditures clause (e) Section 7.2.2 clause (e) Section
7.2.2
 CapitalFiscal Year
    
    Expenditure Amount2008
    
    $23,000,0002009
    
    $24,000,0002010
    
    $25,000,0002011
    
    $26,000,0002012
    
    $27,000,0002013
    
    $28,000,0002014
    
    $29,000,000
 provided provided further
 No Prepayment of Subordinated Debt
 clause (f) (i) Section
7.2.2
 -94-




---



##### 



Issuance of Capital Securities clause (d) Section 3.1.1
 Consolidation, Merger; Permitted Acquisitions, etc.
 provided provided provided
  -95-




---



##### 



clause
(g) Section 7.2.5
 Permitted Dispositions
  provided
 Section 7.2.10
 Sections 3.1.1 3.1.2
 Modification of Certain Agreements
   -96-




---



##### 



No Amendments to Second Lien Loan Documents, etc.
 Transactions with Affiliates provided however
 Restrictive Agreements, etc
    -97-




---



##### 



clause (a) clause
(e) Section 7.2.2 provided Section 7.2.3 clauses (a) (c) clause (f)(ii) Section 7.2.2
 Convertible Preferred Stock
     Sale and Leaseback
 Section 7.2.3
 -98-




---



##### 



Sections 3.1.1 3.1.2
 
 Listing of Events of Default Event of Default
 Non-Payment of Obligations Section 2.6.4 Article III clause (ii)
 Breach of Warranty Article V
 Non-Performance of Certain Covenants and Obligations clause (d) Section 7.1.1 Section 7.1.7 Section 7.2 Article X
 Non-Performance of Other Covenants and Obligations Section 7.1.1 clause (d)
 Default on Other Indebtedness Section 8.1.1
 -99-




---



##### 



Judgments
 Pension Plans
     Change in Control
 -100-




---



##### 



Bankruptcy, Insolvency, etc.
   provided
 provided
  Impairment of Security, etc.
 Failure of Subordination Subordination Provisions
 -101-




---



##### 



Action if Bankruptcy clauses
(a) (d) Section 8.1.9
 Action if Other Event of Default clauses (a) (d) Section 8.1.9 Section 8.2 provided Section 4.9
 
 Actions pro rata
 -102-




---



##### 



provided
 pro rata provided
 -103-




---



##### 



provided
 Funding Reliance, etc.
 Exculpation
 Successor provided
 -104-




---



##### 



Section 11.3 Section 11.4
 provided Section 11.3 Section 11.4
 Loans by Morgan Stanley
 -105-




---



##### 



Credit Decisions
 Copies, etc
 Reliance by Administrative Agents
 Defaults Notice of Default
 -106-




---



##### 



Section 11.1 provided
 
 Parent Guaranty Provisions
 Parent Guaranty
 Guaranty Absolute, etc.
     -107-




---



##### 



Reinstatement, etc.
 Waiver, etc.
 Postponement of Subrogation, etc. Section 4.7 provided clause (a)


-108-



---



##### 



Waivers, Amendments, etc. provided
 clause (b) Section 4.7 Section 4.8
 Section 8.2 Section 8.3
 Article III provided Section 3.2.2
     Section 7.2.16
 -109-




---



##### 



Section 11.1
 Notices; Time Schedule II Section 7.1.1
 Payment of Costs and Expenses provided
  -110-




---



##### 



clauses (x) (y) clause (y) clause (y) clause
(y)
 Indemnification Indemnified Parties Section 4.6 11.11(f) Indemnified Liabilities
  Article V provided
 -111-




---



##### 



Survival Sections 4.3 4.4 4.5 4.6 4.7 10.3 10.4 Sections 2.6.1 9.1
 -112-




---



##### 



Severability
 Headings
 Execution in Counterparts, Effectiveness, etc.
 Governing Law; Entire Agreement ISP RULES
 Successors and Assigns provided
 Sale and Transfer of Credit Extensions; Participations in Credit
Extensions; Notes
 clause (b) provided
 -113-




---



##### 



clause
(a)(ii)
 Section 4.6
  clause (a)
 clause (d)
 -114-




---



##### 



Section 11.5 clause (e)
 clause (a) Section 2.7
 Participant provided provided clauses
(b) (c) (d) (f) Section 11.1 clause (f) Sections
4.3 4.4 4.5 4.6 7.1.1 10.3 10.4 clause (c) Section 4.9 Section 4.8 Section 11.11
 Section 4.3 4.4 4.5 4.6 10.3 10.4
 -115-




---



##### 



Section 4.6 Section 4.6
 provided
 Replacement Lender provided provided Sections
4.2 4.6
 -116-




---



##### 



Other Transactions
 Forum Selection and Consent to Jurisdiction PROVIDED SECTION 11.2
 Service of Process, Appointment of Process Agent PROCESS AGENT SECTION 11.13
 -117-




---



##### 



SECTION 11.2
 Waiver of Jury Trial
 No Immunity Foreign Sovereign Immunities Act
 Judgment Currency Payment Currency Judgment Currency Judgment Conversion
 -118-




---



##### 



Date
 PATRIOT Act Notification
  Assumption by Target
   -119-




---



##### 



MITEL NETWORKS CORPORATIONBy:

/s/
Steven SpoonerName:
    Steven SpoonerTitle:
    Chief Financial OfficerAddress for Notices:
350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613) 592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802MITEL NETWORKS, INC.By:

/s/
Steven SpoonerName:
    Steven SpoonerTitle:
    Chief Financial OfficerAddress for Notices:
350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613) 592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802 Credit Agreement (First Lien)




---



##### 



MITEL US HOLDINGS, INC.By:

/s/
Steven SpoonerName:
    Steven SpoonerTitle:
    Authorized Signing OfficerAddress for Notices:
350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613) 592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802ARSENAL ACQUISITION CORPORATIONBy:

/s/
Steven SpoonerName:
    Steven SpoonerTitle:
    Authorized Signing OfficerAddress for Notices:
350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613) 592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802 Credit Agreement (First Lien)




---



##### 



INTER-TEL (DELAWARE), INCORPORATEDBy:

/s/
 Steven SpoonerName:
    Steven SpoonerTitle:
    Authorized Signing OfficerAddress for Notices:
350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613) 592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802 Credit Agreement (First Lien)




---



##### 



MORGAN STANLEY SENIOR FUNDING, INC.,
as the U.S. Administrative Agent and the U.S. Term Loan Facility LenderBy:
    /s/ Todd VanncciName:
    Todd VanncciTitle:
    Vice PresidentAddress: 1585 Broadway, New York, NY 10036
Facsimile No.:

Attention:MORGAN STANLEY & CO. INCORPORATED,
as the Collateral AgentBy:
    /s/ Todd VannucciName:
    Todd VannucciTitle:
    Managing DirctorAddress: 1585 Broadway, New York, NY 10036

Facsimile No.:

Attention:MORGAN STANLEY BANK,
as the U.S. Revolving Loan Lender, the U.S. Issuer,
and U.S. Swing Line LenderBy:
    /s/ Todd VannucciName:
    Todd VannucciTitle:
    Authorized SignatoryAddress: 1585 Broadway, New York, NY 10036
Facsimile No.:
Attention: Credit Agreement (First Lien)




---



##### 



MORGAN STANLEY SENIOR FUNDING (NOVA
SCOTIA) CO., as the Canadian Administrative Agent, the Canadian
Revolving Loan Lender, the Canadian Issuer, and the
Canadian Swing Line LenderBy:
    /s/ Todd VannucciName:
    Todd VannucciTitle:
    Vice PresidentAddress: 1585 Broadway, New York, NY 10036
Facsimile No.:
Attention: Credit Agreement (First Lien)




---



##### 



MERRILL LYNCH CAPITAL CANADA INC.,
as     Canadian Revolving Loan LenderBy:
    /s/ Arminee BowlerName:
    Arminee BowlerTitle:
    Vice President Credit Agreement (First Lien)




---



##### 



CREDITOR OUTSTANDING PRINCIPAL AMOUNT
  CREDITOR OUTSTANDING PRINCIPAL AMOUNT




---



##### 








---



##### 








---



##### 








---



##### 










---



##### 



Mitel Networks Corporation:
 Inter-Tel (Delaware), Incorporated:




---



##### 



Mitel Networks Corporation and Subsidiaries:
  Inter-Tel (Delaware), Incorporated and Subsidiaries:




---



##### 



Item 6.12(b)
 Inter-Tel (Delaware), Incorporated and Subsidiaries:
 1.
    
    The Company has reserved approximately $130,000 for remediation costs in connection
with the Los Olivos property. In or about 1995, the company was involved in the
remediation of a property it owned near downtown Phoenix, Arizona. The property had a
small hotel, executive office suits, and a service station/car wash, which was leased out.
The city widened the street near the station, and leakage was found with the underground
tanks. Remediation was ordered and completed by engineers retained by the Company. The
state continued to monitor the property for a couple of years after that date by way of
obtaining permission from the Company to do so. Since 2001, the Company has heard nothing
from the state. The Company sold the subject property in or about 1997, but has reserved
$130,000 for any further remediation or expenses against such remediation.
 Item 6.12(d)
 Mitel Networks Corporation and Subsidiaries:
 2.
    
    Leased Premises at 350 Legget Drive, Kanata, Ontario: As a result of the completion of
an internally mandated, 3rd party environmental compliance audit, the Corporation is aware
of the following unresolved non-compliances: Certificate of Approval (Air) condition not
met: lack of equipment manual for diesel generators on site detailing maintenance schedule
& procedure, as well as emergency procedures (Corrective Action in Process, Due:
31-Aug-07);




---



##### 



Mitel Networks Corporation and Subsidiaries
  Inter-Tel (Delaware), Incorporated and Subsidiaries




---



##### 








---



##### 



Mitel Networks Corporation and Subsidiaries:
 1.
    
    All outstanding amounts in connection with the senior secured convertible notes
dated as of April 27, 2005 issued by Mitel Networks Corporation to certain note
purchasers (the Note Purchasers). The Note Purchasers are represented by a
collateral agent (the Collateral Agent, then Highbridge International LLC and now BNY
Trust Company of Canada).
 Inter-Tel (Delaware), Incorporated and Subsidiaries:




---



##### 



Mitel Networks Corporation and Subsidiaries:
 1.
    
    On April 27, 2005, Mitel Networks Corporation (MNC) terminated a certain amended and
restated credit agreement, dated as of April 21, 2004 (the BMO Facility), between MNC as
borrower and the lenders from time to time party thereto (the Lenders) and Bank of
Montreal (BMO), as the administrative agent for itself and the Lenders, pursuant to a
payout letter dated the date thereof (the Payout Letter). MNC remained indebted to the
Agent and the Lenders under certain letters of credit and cash management arrangements and
other lines of credit described in the Payout Letter (collectively, the Outstanding
Obligations). Pursuant to the cash collateral security agreement dated April 27, 2005,
between MNC and BMO (the Cash Collateral Security Agreement) the Outstanding
Obligations, in the amount of USD$300,000, are secured by certain personal property as set
forth therein. The total amount of the Outstanding Obligations under the BMO Facility does
not exceed $300,000.2.
    
    Bond and letters of credit facility with Barclays Mercantile Business Finance Limited
at Churchill Plaza, Churchill Way, Basingstoke, Hampshire RG, United Kingdom in an
aggregate amount which does not exceed USD $900,000.
 Inter-Tel (Delaware), Incorporated and Subsidiaries:
 3.
    
    On March 4, 2005, Inter-Tel Lake Limited (Inter-Tel Limited), a wholly-owned direct
subsidiary of Inter-Tel, completed its acquisition of Lake Communications Limited (Lake
Communications) and certain affiliated entities. In connection with the acquisition of
Lake Communications, Inter-Tel guaranteed certain obligations of Lake Communications
entities, including a contingent grant liability of *** under certain Grant
Agreements between Enterprise Ireland and Lake Datacomms Limited, a wholly-owned subsidiary
of Lake Communications.  That grant liability was subsequently replaced with a smaller
guarantee in an amount which as of the Closing Date does not exceed
of *** .4.
    
    ***5.
    
    Indebtedness in connection with certain guarantees granted under real estate leases
pursuant to which Inter-Tel (Delaware), Incorporated or one of its Subsidiaries is a lessee
under such lease.6.
    
    Indebtedness in favour of Wells Fargo Equipment Finance, Inc. as registered on February
10, 2005 as U.C.C. File No. 50466699.7.
    
    Indebtedness in favour of Roy Foss Motors Ltd. and as registered under certain personal
property registries, including but not limited to PPSA (Ontario) File No. 615734667.




---



##### 



8.
    
    Indebtedness in favour of Hewlett-Packard Financial Services Canada Company in
connection with certain equipment and other pursuant to Master Lease Agreement No. GA10338
and as registered under certain personal property registries, including but not limited to:
PPSA (Ontario) File Nos. 634843458, 630192744, 627728886, 625654674, 624699945, 622412523,
620047467, 617458032, 614618217, 613695483, 612046467.9.
    
    Indebtedness in favour of Dell Financial Services Canada Ltd. in connection with
certain equipment and other pursuant to Master Lease Agreement No. 138484 and as registered
under certain personal property registries, including but not limited to: PPSA (Ontario)
File No. 609864651.10.
    
    Indebtedness in favour of National Leasing Group Inc. in connection with photocopiers
pursuant to Lease No. 2200001 and as registered under certain personal property registries,
including but not limited to: PPSA (Ontario) File No. 891638748.11.
    
    Indebtedness in favour of GE Capital Vehicle and Equipment Leasing Inc. in connection
with fleet #5497 lease and as registered under certain personal property registries,
including but not limited to: PPSA (Ontario) File No. 871569792.12.
    
    Indebtedness in connection with certain office furniture financed by Barclays
Mercantile Business Finance Limited at Churchill Plaza, Churchill Way, Basingstoke,
Hampshire RG .13.
    
    Indebtedness granted by Inter-Tel, Incorporated (as predecessor to Inter-Tel
(Delaware), Inc.) in favour of Associates Commercial Corporation as secured party in
connection with certain collateral described therein, including 1 Advance Sweeper Model
2800C SN 1406173.14.
    
    Indebtedness granted by Inter-Tel, Incorporated (as predecessor to Inter-Tel
(Delaware), Inc.) in favour of Dell Financial Services, LP, as described in File No.
200513701585.




---



##### 



Mitel Networks Corporation and Subsidiaries:
 1.
    
    Lien(s) granted by Mitel Networks Corporation (MNC) in favour of Bank of Montreal
(BMO) in connection with the cash collateral security agreement dated April 27, 2005,
between MNC and BMO (the Cash Collateral Security Agreement).2.
    
    Lien granted by Mitel Networks, Inc. in favour of Wells Fargo Equipment Finance, Inc.
as registered on February 10, 2005 as U.C.C. File No. 50466699.3.
    
    Lien granted in favour of Barclays Mercantile Business Finance Limited at Churchill
Plaza, Churchill Way, Basingstoke, Hampshire RG [UK?] in connection with bond and letters
of credit facility.4.
    
    Liens granted by Mitel Networks Corporation in favour of Roy Foss Motors Ltd. and as
registered under certain personal property registries, including but not limited to PPSA
(Ontario) File No. 615734667.5.
    
    Liens granted by Mitel Networks Limited and Mitel Networks Corporation in favour of
Hewlett-Packard Financial Services Canada Company in connection with certain equipment and
other pursuant to Master Lease Agreement No. GA10338 and as registered under certain
personal property registries, including but not limited to: PPSA (Ontario) File Nos.
634843458, 630192744, 627728886, 625654674, 624699945, 622412523, 620047467, 617458032,
614618217, 613695483, 612046467.6.
    
    Liens granted by Mitel Networks Corporation in favour of Dell Financial Services
Canada Ltd. in connection with certain equipment and other pursuant to Master Lease
Agreement No. 138484 and as registered under certain personal property registries,
including but not limited to: PPSA (Ontario) File No. 609864651.7.
    
    Liens granted by Mitel Networks Corporation in favour of National Leasing Group Inc. in
connection with photocopiers pursuant to Lease No. 2200001 and as registered under certain
personal property registries, including but not limited to: PPSA (Ontario) File No.
891638748.8.
    
    Liens granted by Mitel Networks Corporation in favour of GE Capital Vehicle and
Equipment Leasing Inc. in connection with fleet #5497 lease and as registered under certain
personal property registries, including but not limited to: PPSA (Ontario) File No.
871569792.9.
    
    Liens granted by Mitel Networks Limited in connection with certain office furniture
financed by Barclays Mercantile Business Finance Limited at Churchill Plaza, Churchill Way,
Basingstoke, Hampshire RG .




---



##### 



Inter-Tel (Delaware), Incorporated and Subsidiaries:
 10.
    
    Liens granted in connection with Inter-Tel (Delaware) Incorporateds guarantee of
certain obligations of Lake Communications Limited (Lake Communications) entities
pursuant to agreements in connection with Inter-Tel Lake Limiteds acquisition of Lake
Communications and certain affiliated entities on or about March 4, 2005. The grant of
liability of *** under certain Grant Agreements between Enterprise Ireland and
Lake Datacomms Limited, a wholly-owned subsidiary of Lake Communications, was subsequently
replaced with a smaller guarantee in an amount which as of the Closing Date does not exceed
***.11.
    
    Liens granted by Inter-Tel Leasing Inc. and/or Inter-Tel, Incorporated (as predecessor
to Inter-Tel (Delaware), Inc.) in connection with certain letter agreements (collectively
the Letter Agreements and each a Letter Agreement), each Letter Agreement being between
Inter-Tel Leasing Inc. and each of: (a) Citicorp Leasing, Inc. dated as of August 20,
1997; (b) BAL Global Finance, LLC (formerly known as Fleet Business Credit, LLC, BAL) and
Banc of America Leasing and Capital, LLC (Banc) dated as of December 14, 1992, as
amended; (c) BAL (and/or Fleet Business Credit, LLC) and Banc dated as of June 15, 1995,
as amended; (d) De Lage Landen Financial Services, dated as of December 20, 2001; and (e)
Charter One Vendor Finance, LLC . The security granted in connection with the Letter
Agreements relates to the sale of certain rights to payments under the equipment leases
which subject to the Letter Agreements.12.
    
    Lien granted by Inter-Tel, Incorporated (as predecessor to Inter-Tel (Delaware), Inc.)
in favour of Associates Commercial Corporation as secured party in connection with certain
collateral described therein, including 1 Advance Sweeper Model 2800C SN 1406173.13.
    
    Lien granted by Inter-Tel, Incorporated (as predecessor to Inter-Tel (Delaware), Inc.)
in favour of Dell Financial Services, LP, as described in File No. 200513701585.




---



##### 



Mitel Networks Corporation and Subsidiaries:
 1.
    
    On April 25, 2006, the Mitel Networks Corporation (the Corporation) entered into an
agreement with Natural Convergence Inc. (NCI) to purchase prepaid software licenses worth
$1.2 million, payable in four equal installments over the course of the 2007 Fiscal Year.
The Corporation had the option to instead invest any of its four installments in prepaid
licenses in secured convertible debentures which were (a) repayable to debenture holders
(plus a credit fee of 25% per annum of any outstanding principal) on the earlier of
December 31, 2006, or on the occurrence of certain events, or (b) automatically convertible
into preferred shares of NCI upon the closing of a qualifying financing of no less that
$6.0 million. The convertible debentures were also issued with warrants to acquire a
number of common shares of NCI equal to the dollar amount of the investment divided by
$1.00, at an exercise price per common share of C$0.0001. In May 2006, the Corporation
purchased $0.3 million in pre-paid software licenses under the agreement. In August 2006,
November 2006 and February 2006, the Corporation exercised its option to invest its second,
third and fourth installment payments in convertible debentures totaling $0.9 million.
Since NCI had completed a qualifying financing of $10.0 million in November 2006, the
Corporations entire $0.9 million balance of debentures and $0.1 million of accrued
interest was automatically converted into NCI Class C Preferred Shares at a 5% discount in
accordance with terms of the agreement. Following the conversion, and upon exercising its
warrants, the Corporation received 8,467,523 Class C Preferred Shares and acquired 600,000
common shares. At April 30, 2007, the Corporation had a combined ownership of 5.6% in NCI
but did not exert significant influence over NCI. Accordingly, the $1.0 million investment
recorded on the balance sheet at April 30, 2007 has been accounted for using the cost
method.2.
    
    In a joint venture, Mitel Networks Corporation owns 50% of securities of Tianchi Mitel
Telecommunications Corp. (China).
 Inter-Tel (Delaware), Incorporated and Subsidiaries:




---



##### 



DOMESTIC OFFICE
 PERCENTAGESREVOLVINGNAME AND NOTICE ADDRESS
    
    LIBOR
    
    DOMESTIC
    
    LOAN
    
    
    TERM LOANOF LENDER
    
    OFFICE
    
    OFFICE
    
    COMMITMENT
    
    
    COMMITMENTMorgan Stanley Senior Funding, Inc.,as
Administrative Agent and TL Lender
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Attn: Xiao Wu
Tel: 718-754-718
Fax: 212-507-6680Xiao.wu@morganstanley.commsagency@morganstanley.com
    
    Same
    
    Same
    
    
    0.00
    
    
    
    37,500,000Morgan Stanley Bank, as TL lender, US RC Lender, US
LC Issuer, and US Swing Line Issuer
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Attn: Xiao Wu
Tel: 718-754-718
Fax: 212-507-6680Xiao.wu@morganstanley.commsagency@morganstanley.com
    
    Same
    
    Same
    
    US Revolver11,250,000
    
    
    187,500,000Morgan Stanley Senior Funding (Nova Scotia)Co.,as 
Canadian Administrative Agent, Canadian RC Lender, 
Canadian LC Issuer, and Canadian Swing Line Lender 
One Pierrepont Plaza,
7th Floor
Brooklyn, NY 11201
Attn: Xiao Wu
Tel: 718-754-718
Fax: 212-507-6680Xiao.wu@morganstanley.commsagency@morganstanley.com
    
    Same
    
    Same
    
    Canadian Revolver11,250,000
    
    
    0.00




---



##### 



PERCENTAGESREVOLVINGNAME AND NOTICE ADDRESS
    
    LIBOR
    
    DOMESTIC
    
    LOAN
    
    
    TERM LOANOF LENDER
    
    OFFICE
    
    OFFICE
    
    COMMITMENT
    
    
    COMMITMENTMerrill Lynch Capital Corporation,as TL lender and
US RC Lender
4 World Financial Center (22nd Floor)
New York, NY 10080
Attn: Gillian Price / Joseph Battista
Tel: 212-449-7839 / 1035
Fax: 212-449-9435 /9435Gillian_Price@ml.com / Joseph_Battista@ml.com
    
    Same
    
    Same
    
    US Revolver3,750,000
    
    
    75,000,000Merrill Lynch Capital Canada Inc.,as Canadian
RC Lender
4 World Financial Center (22nd Floor)
New York, NY 10080
Attn: Gillian Price / Joseph Battista
Tel: 212-449-7839 / 1035
Fax: 212-449-9435 /9435 Gillian_Price@ml.com / Joseph_Battista@ml.com
    
    Same
    
    Same
    
    Canadian Revolver3,750,000
    
    
    0.00
 Credit Agreement (First Lien)




---



##### 



C$___
    
    ___, 20___
 Canadian Borrower Canadian Lender    Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill Lynch




---



##### 



-2-




---



##### 



THIS CANADIAN REVOLVING NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 MITEL NETWORKS CORPORATIONBy:Name:Title: Canadian Revolving Note
(First Lien)




---



##### 



Amount ofLoans Made(Currency (U.S.$ or C$))
    
    
    
    
    
    
    
    
    
    
    Amount of PrincipalRepaid
    
    
    
    
    
    
    Unpaid PrincipalBalanceAlternate
    
    
    
    
    
    
    Canadian
    
    
    
    
    
    
    
    
    
    
    Alternate
    
    
    
    
    
    
    Canadian
    
    
    
    
    
    
    AlternateBase
    
    
    LIBO
    
    
    Prime
    
    
    Canadian
    
    
    Interest
    
    
    Base
    
    
    LIBO
    
    
    Prime
    
    
    Canadian
    
    
    Base
    
    
    LIBO
    
    
    Canadian
    
    
    Canadian
    
    
    
    
    
    
    NotationDate
    
    Rate
    
    
    Rate
    
    
    Rate
    
    
    BA Rate
    
    
    Period
    
    
    Rate
    
    
    Rate
    
    
    Rate
    
    
    BA Rate
    
    
    Rate
    
    
    Rate
    
    
    Prime Rate
    
    
    BA Rate
    
    
    Total
    
    
    Made By




---



##### 



$_________
    
    _________, 20___
 U.S. Revolving Loan Borrower U.S. Revolving Loan
Lender    Credit Agreement MNI Holdings Mergersub U.S.
Borrowers Borrowers MSSF Morgan Stanley Merrill Lynch




---



##### 



-2-




---



##### 



THIS U.S. REVOLVING NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 MITEL NETWORKS, INC.By:Name:Title:MITEL US HOLDINGS, INC.By:Name:Title:ARSENAL ACQUISITION CORPORATIONBy:Name:Title:INTER-TEL (DELAWARE), INCORPORATEDBy:Name:Title: -3-




---



##### 



Amount of
    
    
    
    
    
    
    Amount of Principal
    
    
    Unpaid PrincipalLoan Made
    
    
    
    
    
    
    Repaid
    
    
    BalanceAlternate
    
    
    LIBO
    
    
    Interest
    
    
    Alternate
    
    
    LIBO
    
    
    Alternate
    
    
    LIBO
    
    
    
    
    
    
    NotationDate
    
    Base Rate
    
    
    Rate
    
    
    Period
    
    
    Base Rate
    
    
    Rate
    
    
    Base Rate
    
    
    Rate
    
    
    Total
    
    
    Made By




---



##### 



$___
    
    ___ ___, 20___
 Term Loan
Borrower Term Loan Lender    Credit Agreement MNI Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch




---



##### 



-2-




---



##### 



THIS TERM NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 MITEL US HOLDINGS, INC.ByTitle: -3-




---



##### 



Amount of Term __
    
    
    
    
    
    
    Amount of Principal
    
    
    Unpaid PrincipalLoan Made
    
    
    
    
    
    
    Repaid
    
    
    BalanceAlternate
    
    
    LIBO
    
    
    Interest
    
    
    Alternate
    
    
    LIBO
    
    
    Alternate
    
    
    LIBO
    
    
    
    
    
    
    NotationDate
    
    Base Rate
    
    
    Rate
    
    
    Period
    
    
    Base Rate
    
    
    Rate
    
    
    Base Rate
    
    
    Rate
    
    
    Total
    
    
    Made By




---



##### 



C$ ___
    
    ___ ___, 20___
 Canadian Borrower Canadian Revolving Loan Lender    Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill Lynch




---



##### 



-2-




---



##### 



THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 MITEL NETWORKS CORPORATIONByTitle: -3-




---



##### 



Amount of SwingLine
    
    
    
    
    
    
    
    
    
    
    Amount of
    
    
    UnpaidLoan Made
    
    
    Canadian Prime
    
    
    Alternate Base
    
    
    Principal
    
    
    Principal
    
    
    
    
    
    
    NotationDate
    
    
    [C$] [$]
    
    
    Rate
    
    
    Rate
    
    
    Repaid
    
    
    Balance
    
    
    Total
    
    
    Made By
 -4-




---



##### 



$
    
    ___ ___, 20___
 U.S. Revolving Loan Borrower U.S. Swing Line Lender Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch




---



##### 



THIS U.S. SWINGLINE NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 MITEL NETWORKS, INC.By:Name:Title: MITEL US HOLDINGS, INC.By:Name:Title: ARSENAL ACQUISITION CORPORATIONBy:Name:Title: INTER-TEL (DELAWARE), INCORPORATEDBy:Name:Title:




---



##### 



Outstanding PrincipalDate
    
    Amount of Swing Line Loan
    
    Amount of Principal Payment
    
    Balance
    
    Notation Made By




---



##### 



C$ ___
    
    ___ ___, 20___
 Canadian Borrower   Canadian Lender       Credit Agreement MNI Holdings Mergersub U.S.
Borrowers Borrowers MSSF Morgan Stanley Merrill Lynch




---



##### 



THIS ACCEPTANCE NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 MITEL NETWORKS CORPORATIONBy:Title:




---



##### 



[    ]
 
   Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch
 [ [ ][ ]     [ 1 [ ][ ][ ][ ] ] [ 2
 
 1
    
    For Canadian Revolving Loans denominated in U.S.
Dollars.2
    
    For Canadian Revolving Loans denominated in Canadian
Dollars.




---



##### 



[ ][ ][ ][ ] ] [ 3 ]
[ 4 ]]
    Amount to
    
    Person to be Paid
    
    Name, Address, etc.be Transferred
    
    Name
    
    Account No.
    

of Transferee Lender[C] [$]Attention:[C] [$]Attention:[C] [$]Attention:Balance of such
proceeds
    
    The Canadian
BorrowerAttention:
 
 3
    
    For Canadian Revolving Loans denominated in U.S.
Dollars.4
    
    For Canadian Revolving Loans denominated in Canadian
Dollars. 2




---



##### 



MITEL NETWORKS CORPORATIONBy:Name:
Title:




---



##### 



Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch
 [ ] [ ]
 [ ] [ ]
 [ ] [ ]




---



##### 



Amount to
    
    Person to be Paid
    
    Name, Address, etc.be Transferred
    
    Name
    
    Account No.
    
    Of Transferee Lender$Attention:$Attention:$Attention:Balance of such
proceeds
    
    [U.S. Borrower]Attention:
 -2-




---



##### 



[MITEL US HOLDINGS, INC.ByTitle:]1[MITEL NETWORKS, INC.ByTitle:ARSENAL ACQUISITION CORPORATIONByTitle:INTER-TEL (DELAWARE), INCORPORATEDByTitle:]2
 
 1
    
    For Borrowings of Term Loans.2
    
    For Borrowings of Revolving Loans and Swing Line Loans.




---



##### 



Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch
 Date of Issuance Issuer [ ] [ ]




---



##### 



[ ][ ] [ ][ ]
 [ ][ ] [ ][ ] [ ][ ]




---



##### 



[NAME OF BORROWER]ByTitle:




---



##### 



[     ]
 
   Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch
 Continuation/Conversion Date
 [ ] [ ]
 [ ][ ] [ ][ ]
 [ ] [ ]




---



##### 



[ 1 [ ][ ][ ][ ] ]
[ [ ][ ][ ][ ] ] 2 [ 3 ][ 4 ]
   [ ] [ ]
 [ ] [ ] [ ] [ ]
 
 1
    
    For Canadian Revolving Loans denominated in U.S.
Dollars.2
    
    For Canadian Revolving Loans denominated in Canadian
Dollars.3
    
    For Canadian Revolving Loans denominated in U.S.
Dollars.4
    
    For Canadian Revolving Loans denominated in Canadian
Dollars. -2-




---



##### 



MITEL NETWORKS CORPORATIONByTitle:




---



##### 



[    ]
 
 
  Credit Agreement MNI Holdings Mergersub U.S. Borrowers Borrowers MSSF Morgan Stanley Merrill
Lynch
 
 [ ] [ ]    [ ][ ]
 [ ] [ ]
 [ [ ][ ][ ][ ] ] [ ]




---



##### 



[ ] [ ]
 [ ] [ ] [ ]
[ ]
 -2-




---



##### 



[U.S. BORROWER]ByTitle:




---



##### 



Assignment Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement Annex 1
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:
    
    
    
    [and is an [existing Lender][Affiliate of an existingLender][Approved
Fund]]13.
    
    Administrative Agents:Morgan Stanley Senior Funding, Inc., as the
U.S. Administrative Agent under the Credit
Agreement and Morgan Stanley Senior Funding
(Nova Scotia) Co., as the Canadian
Administrative Agent under the Credit
Agreement.4.
    
    Credit Agreement:
    
    The First Lien Credit Agreement, dated as of
August 16, 2007 (as amended, supplemented,
amended and restated or otherwise modified from
time to time, the Credit Agreement), among
Mitel Networks, Inc. (MNI), Mitel US
Holdings, Inc. (Holdings), Arsenal
Acquisition Corporation (Mergersub),
Inter-Tel (Delaware), Incorporated (together
with MNI, Holdings and Mergersub, the U.S.
Borrowers), Mitel Networks Corporation
(together with the U.S. Borrowers, the
Borrowers), the various
 
 1
    
    Select as applicable. Lender Assignment Agreement (First Lien)




---



##### 



MSSF Morgan
Stanley Merrill
Lynch
   Aggregate Amount of Commitment
    
    
    
    Percentage Assigned offor all Revolving Loan Lenders
    
    Amount of Commitment Assigned
    
    Commitment2$
    
    $
    
    %
  Aggregate Amount of Loans
    
    
    
    Percentage Assigned offor all Term Loan Lenders
    
    Amount of Term Loans Assigned
    
    Term Loans3$
    
    $
    
    %
 Effective Date
 
 2
    
    Set forth, to at least 9 decimals, as a percentage of
the Commitment of all Revolving Loan Lenders thereunder.3
    
    Set forth, to at least 9 decimals, as a percentage of
the Loans of all Term Loan Lenders thereunder. Lender Assignment Agreement (First Lien)




---



##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 
 
 By
    
    Title:By
    
    Title:
 
 By:
    
    Name:Title:
    
    ]4
 
 4
    
    If required. Lender Assignment Agreement (First Lien)




---



##### 



By:
    
    Name:Title:]5
 
 5
    
    If required. Lender Assignment Agreement (First Lien)




---



##### 



Representations and Warranties
 Assignor
 Assignee   6
 
 6
    
    To be used in connection with assignments of the
Revolving Loan Facility. Lender Assignment Agreement (First Lien)




---



##### 



Payments
 Consent
 General Provisions
 Lender Assignment Agreement (First Lien)




---



##### 



FORM OF
COMPLIANCE CERTIFICATE
 
 Certificate Credit
Agreement MSSF Morgan
Stanley
 Computation
Date
   
 Compliance Certificate (First Lien)




---



##### 



1 2
 3
   Attachment 2
 Attachment 3  provided further
 
 1
    
    EXCEPT WITH RESPECT TO FISCAL YEAR 2007 AND ANY FISCAL
QUARTER THEREOF.2
    
    INCLUDE FOR QUARTERLY FINANCIAL DELIVERABLES.3
    
    INCLUDE FOR ANNUAL FINANCIAL DELIVERABLES. Compliance Certificate (First Lien)




---



##### 



Attachment 4
 Attachment 5   4
 Attachment 6
 
 4
    
    INCLUDE FOR ANNUAL FINANCIAL DELIVERABLES. Compliance Certificate (First Lien)




---



##### 



MITEL NETWORKS CORPORATIONBy:Name:Title:
 Compliance Certificate (First Lien)




---



##### 



CONSOLIDATED EBITDA
 1. Consolidated EBITDA for the four consecutive Fiscal Quarters
ending on the Computation Date (the Computation Period):(a) Net Income for the Computation Period:(i) the aggregate of all amounts which would be
included as net income on the consolidated
financial statements of the Parent and its
Subsidiaries for the Computation Period in
accordance with GAAP.
    
    $(ii) Extraordinary gains otherwise included in such
Net Income during the Computation Period.
    
    $(iii) Extraordinary losses otherwise included in
such Net Income during the Computation Period.
    
    $(iv) Net Income: Item 1(a)(i) minus the sum of Item
1(a)(ii) and Item 1(a)(iii).
    
    $Plus:(b)  In each case to the extent deducted in the
calculation of
Net Income set forth above, but without duplication (and all
determined in accordance with GAAP):(i) income tax expense.
    
    $(ii) interest expense.
    
    $(iii) amounts attributable to the depreciation and
amortization of assets.
    
    $(iv) extraordinary or unusual cash charges that are
non-recurring.
    
    $(v) non-cash charges.
    
    $(vi) with respect to Consolidated EBITDA for the
Parent, amounts attributable to restructuring
costs.
    
    $
 Compliance Certificate (First Lien)




---



##### 



(vii) settlement payments arising from the Parents
litigation settlement with Avaya Inc.
    
    $(viii) estimated costs and expenses incurred in
connection with the Transaction.
    
    $(ix) the sum of Item 1(b)(i) through Item
1(b)(viii).
    
    $2. Consolidated EBITDA (Item 1(a)(iv) plus Item 1(b)(ix))
    
    $
 Compliance Certificate (First Lien)




---



##### 



1. The Leverage Ratio for the Parent and its Subsidiaries as of the
Computation Date equals:(a) Consolidated Total Debt outstanding as of the Computation Date (in
each case below, exclusive of intercompany Indebtedness between the
Parent and its Subsidiaries) determined on a pro forma basis as of the
Computation Date:(i) the outstanding principal amount of all obligations for
borrowed money or advances and all obligations evidenced by
bonds, debentures, notes or similar instruments (which in
the case of the Loans outstanding shall be deemed to equal
the average daily amount of the Loans outstanding for the
Fiscal Quarter ending on or immediately preceding the
Computation Date).
    
    $(ii) the outstanding principal amount of all obligations,
contingent or otherwise, relative to the face amount of all
letters of credit, whether or not drawn, and bankers
acceptances issued for the account of Parent and its
Subsidiaries (which in the case of Letter of Credit
Outstandings shall (A) exclude the aggregate amount which
is undrawn and available under all issued and outstanding
Canadian Letters of Credit and U.S. Letters of Credit and
(B) be deemed to equal the average daily amount of Letter
of Credit Outstandings for the Fiscal Quarter ending on or
immediately preceding the Computation Date).
    
    $(iii) the outstanding principal amount of all Capitalized
Lease Liabilities.
    
    $(iv) all Contingent Liabilities in respect of Item 1(a)(i)
through Item 1(a)(iii).
    
    $(b) The sum of Item 1(a)(i) through Item 1(a)(iv).
    
    $(c) To the extent (but only to the extent) in excess of the amount
permitted in clause (m) of Section 7.2.2, the amount of all such
Indebtedness of the type described in such clause (m).
    
    $
 Compliance Certificate (First Lien)




---



##### 



(d) The sum (without duplication) of Item (b) plus Item (c)
    
    $(e) Consolidated cash on hand of the Parent and its Subsidiaries.
    
    $(f) Consolidated Total Debt (Item (d) minus Item (e)).
    
    $(g) Consolidated EBITDA (as calculated in Attachment 1
hereto)5
    
    $2. Leverage Ratio (the ratio of Item 1(f) to Item 1(g))
 
 5
    
    provided that, for each four Fiscal
Quarter period ending on the last day of the Fiscal Quarter set forth in
the table below, Consolidated EBITDA shall be increased by the amount set
forth opposite such Fiscal Quarter: Fiscal Quarter Ending
    
    AmountOctober 31, 2007
    
    $
    32,900,000January 31, 2008
    
    $
    32,500,000April 30, 2008
    
    $
    29,600,000July 31, 2008
    
    $
    23,200,000October 31, 2008
    
    $
    16,300,000January 31, 2009
    
    $
    9,000,000
 Compliance Certificate (First Lien)




---



##### 



CAPITAL EXPENDITURES
 1. Capital Expenditures: for the Fiscal Year ended [](a) all expenditures of the Borrowers and their
Subsidiaries in respect of the purchase or other
acquisition of fixed or capital assets made during such
Fiscal Year which, in accordance with GAAP, would be
classified as capital expenditures; and
    
    $(b) Capitalized Lease Liabilities6 incurred by
the Borrowers and their Subsidiaries during such Fiscal
Year;
    
    $2. Capital Expenditures: The sum of Item 1(a) and 1(b).
    
    $
 
 6
    
    Capitalized Lease Liabilities means, with respect to
any Person, all monetary obligations of such Person and its Subsidiaries under
any leasing or similar arrangement which have been (or, in accordance with
GAAP, should be) classified as capitalized leases, and for purposes of each
Loan Document the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be terminated by
the lessee without payment of a premium or a penalty. Compliance Certificate (First Lien)




---



##### 



Compliance Certificate (First Lien)




---



##### 



1. Excess Cash Flow is calculated for the Parent and its
Subsidiaries for the Fiscal Year ended [], and is defined
as follows:(a) Consolidated EBITDA (as calculated in Attachment 1 hereto (for
the Fiscal Year ended []));
    
    $(b) the sum, without duplication, of:(i) Interest Expense actually paid in cash;
    
    $(ii) scheduled principal repayments, to the extent
actually made, of Term Loans pursuant to clause (c) of
Section 3.1.1 (exclusive of repayments made from a
refinancing of any portion of such Indebtedness, or
pursuant to clauses (d), (e) or (f) of Section 3.1.1;
    
    $(iii) income Taxes actually paid in cash;
    
    $(iv) Capital Expenditures made in cash (exclusive of
Capital Expenditures financed with the proceeds of
Indebtedness, equity issuances, casualty proceeds or
other proceeds which are not included in EBITDA);
    
    $(v) voluntary prepayments of Indebtedness;
    
    $(vi) permitted Investments made during such Fiscal
Year;
    
    $(vii) cash portion of any consideration and related
fees and expenses actually paid in connection with a
Permitted Acquisition;
    
    $(viii) Consolidated Working Capital Adjustment;
    
    $(ix) the sum of Items 1(b)(i) through (viii).
    
    $2. Excess Cash Flow (Item (1)(a) minus Item (1)(b)(ix))
    
    $
 Compliance Certificate (First Lien)




---



##### 



Compliance Certificate (First Lien)




---



##### 



ANNEX I   Financial Information
 Compliance Certificate (First Lien)




---



##### 



EXHIBIT F
 SUBSIDIARY GUARANTY
 Guaranty Article I Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Canadian Borrower Borrower Borrowers MSSF Morgan Stanley Administrative
Agents Merrill
Lynch
   ARTICLE I
 Certain Terms
 Administrative Agents first recital
 Borrower Borrowers first recital




---



##### 



Collateral Agent
 Credit Agreement first recital
 Subsidiary Guarantor Subsidiary Guarantors preamble
 Guaranty preamble
 Merrill Lynch first recital
 Morgan Stanley first recital
 MSSF first recital
 U.S. Borrowers first recital
 Credit Agreement Definitions
 ARTICLE II
 Guaranty
   provided however
 2




---



##### 



Reinstatement, etc
 Guaranty Absolute, etc
         3




---



##### 



Setoff clauses
(a) (d) provided however provided further however
 Waiver, etc
 Postponement of Subrogation, etc Section
2.7 provided however
 4




---



##### 



Payments; Application
 provided
 clause (b)
  CFC Subsidiaries ab initio
 ARTICLE III
   Credit Agreement Representations and Warranties
 5




---



##### 



Financial Condition, etc
 Best Interests
 ARTICLE IV
   ARTICLE V
  Loan Document
 6




---



##### 



Binding on Successors, Transferees and Assigns; Assignment provided however
 Amendments, etc
 Notices
 Additional Subsidiary Guarantors Annex I
 Release of Subsidiary Guarantor provided
 No Waiver; Remedies Sections 2.3 2.5
 7




---



##### 



Section Captions
 Severability
 Governing Law, Entire Agreement, etc
 Forum Selection and Consent to Jurisdiction PROVIDED HOWEVER
 8




---



##### 



Service of Process, Appointment of Process Agent PROCESS AGENT SECTION 5.11 SECTION 5.4
 Waiver of Jury Trial
 No Immunity
 9




---



##### 



Foreign
Sovereign Immunities Act
 Judgment Currency Payment Currency Judgment Currency Judgment Conversion
Date
 Counterparts
 10




---



##### 



MITEL NETWORKS, INC.By:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



MITEL US HOLDINGS, INC.By:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



ARSENAL ACQUISITION CORPORATIONBy:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



INTER-TEL (DELAWARE), INCORPORATEDBy:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



INTER-TEL INTEGRATED SYSTEMS, INC.By:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



INTER-TEL LEASING, INCORPORATEDBy:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



INTER-TEL TECHNOLOGIES, INC.By:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



INTER-TEL NETSOLUTIONS, INC.By:Name:Title: Subsidiary Guaranty (First Lien)




---



##### 



MORGAN STANLEY & CO. INCORPORATED,as Collateral AgentBy: 
Name:Title:
 Subsidiary Guaranty (First Lien)




---



##### 



Supplement  Guaranty Collateral Agent
 W I T N E S S E T H
    Party to Guaranty, etc
 Representations
 Full Force of Guaranty
 Severability




---



##### 



Indemnity; Fees and Expenses, etc
 Governing Law, Entire Agreement, etc
 Counterparts




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By
Title:[NAME OF ADDITIONAL SUBSIDIARY]ByTitle:[NAME OF ADDITIONAL SUBSIDIARY]ByTitle:
 
 MORGAN STANLEY & CO. INCORPORATED,as Collateral AgentBy
    
    Title:




---



##### 







---



##### 



EXHIBIT I
  Agreement MS&Co
 W I T N E S S E T H
 WHEREAS Canadian
Borrower MNI Holdings MergerSub U.S. Borrowers First Lien Borrowers First Lien Borrower First Lien Lenders MSSF U.S. Administrative Agent MSSF (Canada Canadian Administrative Agent First Lien Administrative Agents First Lien Agent Initial First Lien Financing Agreement
 WHEREAS Second Lien Borrower Second Lien
Lenders Second Lien Administrative Agent Second Lien Agent




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##### 



Initial Second Lien Financing Agreement
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 DEFINITIONS
 Defined Terms Article I
 Affiliate Control
 Agreement
 Attributable Indebtedness clauses
(b) (c)
 -2-




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##### 



Bankruptcy Code et seq.
 Borrowers
 Canadian Administrative Agent
 Canadian Borrower
 Capital Securities
 CFC Guaranty Obligation
 CFC Lien
 CFC Subsidiary
 Collateral
 Common Collateral
 Comparable Second Lien Collateral Document
 Control Agent clause (a) Section 5.6
 Control Collateral
 Controlled Account
 -3-




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##### 



DIP Financing Section 6.1
 Discharge of First Lien Obligations Section 6.5 provided clause (b) clauses (a) (b) (c) (d)
 First Lien Administrative Agents
 First Lien Agent
 First Lien Borrowers
 First Lien Claimholders
 First Lien Collateral
 First Lien Collateral Documents
 -4-




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##### 



First Lien Documents
 First Lien Financing Agreement provided Article VI
 First Lien Guarantor
 First Lien Lenders
 First Lien Obligations
 -5-




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##### 



Section 6.5
 First Lien Obligor Obligor
 First Lien Subsidiary Guaranty Subsidiary Guaranty
 GAAP
 Governmental Authority
 Guarantors
 Hedge Agreement
 Hedging Obligations
 Hedge Termination Value clause (a)
 -6-




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##### 



Holdings
 including
 Indebtedness
 Initial First Lien Financing Agreement
 Initial Second Lien Financing Agreement
 Insolvency or Liquidation Proceeding
 Lien
 Maximum First Lien Principal Debt Amount
 MergerSub
 MNI
 MS&Co
 MSSF
 -7-




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##### 



MSSF (Canada)
 Obligations
 Off-Balance Sheet Liabilities
 Non-Obligor Counterparty
 Person
 Recovery Section 6.5
 Required Lenders
 -8-




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##### 



Second Lien Administrative Agent
 Second Lien Agent
 Second Lien Borrower
 Second Lien Claimholder
 Second Lien Collateral
 Second Lien Collateral Documents
 Second Lien Documents
 Second Lien Enforcement Date provided
 -9-




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##### 



Second Lien Financing Agreement
 Second Lien Guarantor
 Second Lien Lenders
 Second Lien Obligations
 Subsidiary
 -10-




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##### 



Uniform Commercial Code or UCC
 U.S. Administrative Agent
 U.S. Borrowers
 Voting Securities
 UCC Defined Terms
 Definitions (Generally)
 LIEN PRIORITIES
 Lien Priority
 Priority
 -11-




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##### 



Effect of Perfection or Failure to Perfect
 Nature of First Lien Obligations
 Prohibition on Contesting Liens
 -12-




---



##### 



No New Liens
 Limitation on other Collateral for the First Lien Claimholders Article VI
 Limitation on other Collateral for Second Lien Claimholders
 -13-




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##### 



Similar Liens and Agreements clause (a) Section 2.3
  clauses (x) (y)
 ENFORCEMENT, STANDSTILL, WAIVERS
 Standstill and Waivers
   -14-




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##### 



provided
    Exclusive Enforcement; Nature of Rights
 Limitation on Action by Second Lien Claimholders provided Article VI
 -15-




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##### 



Permitted Action by Second Lien Claimholders
 No Additional Rights for Any Borrower Hereunder
 -16-




---



##### 



PAYMENTS
 Application of Proceeds first thereafter
 Payments Over
 OTHER AGREEMENTS
 Releases
   -17-




---



##### 



Insurance
 -18-




---



##### 



Section 4.2
 Amendments to Second Lien Documents and First Lien Documents
 clauses (i) (vii)
  -19-




---



##### 



provided Section 5.1 Article VI provided
 Legend
 Intercreditor Agreement MS&Co
  -20-




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##### 



Rights as Unsecured Creditors and Judgment Creditors
 Section 3.1 Section
3.2 Article VI provided however
  Limited Agency of Morgan Stanley for Perfection
 Control Agent
 -21-




---



##### 



clause (d) Section 5.6
    -22-




---



##### 



Inspection Rights
 Section 7.5
 Section 3.1
 INSOLVENCY OR LIQUIDATION PROCEEDINGS
 Financing and Sale Issues DIP Financing plus plus Section 6.3 provided
 -23-




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##### 



Relief from the Automatic Stay
 Adequate Protection Section 6.1
 -24-




---



##### 



No Waiver Article VI
 Preference Issues Recovery
 Reorganization Securities
 -25-




---



##### 



Voting for Plan of Reorganization provided
 Separate Grants of Security and Separate Classification
 -26-




---



##### 



Other Matters provided
 Effectiveness in Insolvency or Liquidation Proceedings
 RELIANCE; WAIVERS; NOTICES; ETC
 Reliance
   -27-




---



##### 



No Warranties or Liability
   No Waiver of Lien Priorities
 -28-




---



##### 



clause (b) Section 5.3
  provided
  -29-




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##### 



provided
 -30-




---



##### 



Obligations Unconditional
      Certain Notices
   -31-




---



##### 



provided
 MISCELLANEOUS
 Conflicts
 Waiver of Consequential Damages
 Continuing Nature of this Agreement
 Amendments; Waivers
 -32-




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##### 



Information Concerning Financial Condition of the Borrower, the Guarantors
and their Subsidiaries
   Subrogation
 Application of Payments
 Consent to Jurisdiction; Waivers
 -33-




---



##### 



Notices
 -34-




---



##### 



Further Assurances provided
 Governing Law
     Specific Performance
 -35-




---



##### 



Section Titles; Time Periods
 Counterparts
 Authorization
 No Third Party Beneficiaries
 Effectiveness
 First Lien Agent and Control Agent Actions
 Signature Pages Follow
 -36-




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##### 



MORGAN STANLEY & CO. INCORPORATED,
as the First Lien AgentBy:Name:Title:Address for Notices:MORGAN STANLEY & CO. INCORPORATED,
as the Second Lien AgentBy:Name:Title:Address for Notices:
 Intercreditor Agreement




---



##### 



MORGAN STANLEY & CO. INCORPORATED,
as the Control Lien AgentBy:Name:Title:Address for Notices:
 Intercreditor Agreement




---



##### 



Borrowers:MITEL NETWORKS CORPORATIONBy:Name:Title:Address for Notices:350 Legget Drive,Kanata, Ontario, K2K 2W7Attention: TreasurerTelephone: (613) 592-2122 ext 4451Fax: (613) 592-7838Copy to:Attention: Legal DepartmentFax: (613) 592-7802MITEL NETWORKS, INC.By:Name:Title:Address for Notices:350 Legget Drive,Kanata, Ontario, K2K 2W7Attention: TreasurerTelephone: (613) 592-2122 ext 4451Fax: (613)592-7838Copy to:Attention: Legal DepartmentFax: (613) 592-7802
 Intercreditor Agreement




---



##### 



MITEL US HOLDINGS, INC.By:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613)592-7802ARSENAL ACQUISITION CORPORATIONBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802
 Intercreditor Agreement




---



##### 



INTER-TEL (DELAWARE), INCORPORATEDBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802
 Intercreditor Agreement




---



##### 



Guarantors:SWAN SOLUTIONS LIMITEDBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802INTER-TEL EUROPE LIMITEDBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802
 Intercreditor Agreement




---



##### 



INTER-TEL INTEGRATED SYSTEMS, INC.By:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613)592-7802INTER-TEL LEASING, INCORPORATEDBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613)592-7802
 Intercreditor Agreement




---



##### 



INTER-TEL TECHNOLOGIES, INC.By:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613) 592-7802INTER-TEL NETSOLUTIONS, INC.By:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613)592-7802
 Intercreditor Agreement




---



##### 



MITEL NETWORKS LIMITEDBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613)592-7802MITEL NETWORKS HOLDINGS LIMITEDBy:Name:Title:Address for Notices:350 Legget Drive,
Kanata, Ontario, K2K 2W7
Attention: Treasurer
Telephone: (613) 592-2122 ext 4451
Fax: (613)592-7838
Copy to:
Attention: Legal Department
Fax: (613)592-7802
 Intercreditor Agreement




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##### 



LANDLORDS LIEN WAIVER, ACCESS AGREEMENT AND CONSENT
 Agreement    Landlord Collateral Agent
 R E C I T A L S
 Schedule A Real Property
 Leased Premises Lessee Schedule B Lease
 Borrowers Borrower Lenders First Lien Credit Agreement Second Lien Credit Agreement Credit Agreements Loans
  Loan Documents




---



##### 



Personal Property
  A G R E E M E N T
   Schedule
B Schedule B
 provided
  2




---



##### 



Standstill Period provided however
    3




---



##### 



Section 9
     Signature page follows




---



##### 



, as LandlordBy:Name:Title:MORGAN STANLEY & CO. INCORPORATED, as
Collateral AgentBy:Name:Title:
 ACKNOWLEDGED AND AGREED TO BY:, as LesseeBy:Name:Title:




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##### 



State of
    
    ))
    
    ss:County of
    
    )
 
 Notary Public
 My Commission Expires:
 State of
    
    ))
    
    ss:County of
    
    )
 
 Notary Public
 My Commission Expires:




---



##### 



State of
    
    ))
    
    ss:County of
    
    )
 
 Notary Public
 My Commission Expires:
 State of
    
    ))
    
    ss:County of
    
    )
 
 Notary Public
 My Commission Expires:




---



##### 



SCHEDULE A
 Description of Real Property




---



##### 



SCHEDULE B
 Description of Leases
 Location/PropertyLessor
    
    Lessee
    
    Dated
    
    Modification
    
    Address