##### 








---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    2SECTION 1.1.   Defined Terms
    
    
    2SECTION 1.2.   Use of Defined Terms
    
    
    29SECTION 1.3.   Cross-References
    
    
    29SECTION 1.4.   Accounting and Financial Determinations
    
    
    29ARTICLE II COMMITMENTS, BORROWING PROCEDURES AND NOTES
    
    
    30SECTION 2.1.   Commitments
    
    
    30SECTION 2.2.   Borrowing Procedure
    
    
    30SECTION 2.3.   Continuation and Conversion Elections
    
    
    30SECTION 2.4.   Funding
    
    
    31SECTION 2.5.   Register; Notes
    
    
    31ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
    
    
    32SECTION 3.1.   Repayments and Prepayments; Application
    
    
    32SECTION 3.2.   Interest Provisions
    
    
    34SECTION 3.3.   Fees
    
    
    35ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
    
    
    35SECTION 4.1.   LIBO Rate Lending Unlawful
    
    
    35SECTION 4.2.   Deposits Unavailable
    
    
    35SECTION 4.3.
  Increased LIBO Rate Loan Costs, etc.
    
    
    36SECTION 4.4.   Funding Losses
    
    
    36SECTION 4.5.   Increased Capital Costs
    
    
    36SECTION 4.6.   Taxes
    
    
    37SECTION 4.7.
  Payments, Computations; Proceeds of Collateral, etc.
    
    
    40SECTION 4.8.   Sharing of Payments
    
    
    41SECTION 4.9.   Setoff
    
    
    42SECTION 4.10. Mitigation
    
    
    42SECTION 4.11. Removal of Lenders
    
    
    43ARTICLE V CONDITIONS TO LOANS
    
    
    43SECTION 5.1.   Initial Loan
    
    
    43SECTION 5.2.   All Loans
    
    
    50ARTICLE VI REPRESENTATIONS AND WARRANTIES
    
    
    50SECTION 6.1.
  Organization, etc.
    
    
    50
 -i-




---



##### 



TABLE OF CONTENTS
 PageSECTION 6.2.   Due Authorization, Non-Contravention, etc.
    
    
    50SECTION 6.3.   Government Approval, Regulation, etc.
    
    
    51SECTION 6.4.   Validity, etc.
    
    
    51SECTION 6.5.   Financial Information
    
    
    51SECTION 6.6.   No Material Adverse Change
    
    
    51SECTION 6.7.   Litigation, Labor Controversies, etc.
    
    
    52SECTION 6.8.   Subsidiaries
    
    
    52SECTION 6.9.   Ownership of Properties
    
    
    52SECTION 6.10. Taxes
    
    
    52SECTION 6.11. Pension and Welfare Plans
    
    
    52SECTION 6.12. Environmental Warranties
    
    
    53SECTION 6.13. Accuracy of Information
    
    
    54SECTION 6.14. Regulations U and X
    
    
    54SECTION 6.15. Solvency
    
    
    54SECTION 6.16. Issuance of Subordinated Debt; Status of Obligations as Senior
Indebtedness, etc.
    
    
    54SECTION 6.17. Quebec Based Collateral
    
    
    55ARTICLE VII COVENANTS
    
    
    55SECTION 7.1.   Affirmative Covenants
    
    
    55SECTION 7.2.   Negative Covenants
    
    
    61ARTICLE VIII EVENTS OF DEFAULT
    
    
    73SECTION 8.1.   Listing of Events of Default
    
    
    73SECTION 8.2.   Action if Bankruptcy
    
    
    76SECTION 8.3.   Action if Other Event of Default
    
    
    76ARTICLE IX THE AGENTS
    
    
    77SECTION 9.1.   Actions
    
    
    77SECTION 9.2.   Funding Reliance, etc.
    
    
    78SECTION 9.3.   Exculpation
    
    
    78SECTION 9.4.   Successor
    
    
    79SECTION 9.5.   Loans by Morgan Stanley
    
    
    79SECTION 9.6.   Credit Decisions
    
    
    79SECTION 9.7.   Copies, etc.
    
    
    80
 -ii-




---



##### 



TABLE OF CONTENTS
 PageSECTION 9.8.     Reliance by Administrative Agent and the Collateral Agent
    
    
    80SECTION 9.9.     Defaults
    
    
    80ARTICLE X GUARANTY PROVISIONS
    
    
    81SECTION 10.1.   Parent Guaranty Provisions
    
    
    81SECTION 10.2.   Parent Guaranty
    
    
    81SECTION 10.3.   Guaranty Absolute, etc.
    
    
    81SECTION 10.4.   Reinstatement, etc.
    
    
    82SECTION 10.5.   Waiver, etc.
    
    
    82SECTION 10.6.   Postponement of Subrogation, etc.
    
    
    82ARTICLE XI MISCELLANEOUS PROVISIONS
    
    
    82SECTION 11.1.   Waivers, Amendments, etc.
    
    
    82SECTION 11.2.   Notices; Time
    
    
    84SECTION 11.3.   Payment of Costs and Expenses
    
    
    84SECTION 11.4.   Indemnification
    
    
    85SECTION 11.5.   Survival
    
    
    86SECTION 11.6.   Severability
    
    
    86SECTION 11.7.   Headings
    
    
    87SECTION 11.8.   Execution in Counterparts, Effectiveness, etc.
    
    
    87SECTION 11.9.   Governing Law; Entire Agreement
    
    
    87SECTION 11.10. Successors and Assigns
    
    
    87SECTION 11.11. Sale and Transfer of Loans; Participations in Loans; Notes
    
    
    87SECTION 11.12. Other Transactions
    
    
    90SECTION 11.13. Forum Selection and Consent to Jurisdiction
    
    
    90SECTION 11.14. Service of Process, Appointment of Process Agent
    
    
    90SECTION 11.15. Waiver of Jury Trial
    
    
    91SECTION 11.16. No Immunity
    
    
    91SECTION 11.17. Judgment Currency
    
    
    91SECTION 11.18. PATRIOT Act Notification
    
    
    92SECTION 11.19. Assumption by Target
    
    
    92SECTION 11.20. Intercreditor Agreement
    
    
    92
 -iii-




---



##### 



SCHEDULE I
  
  Disclosure ScheduleSCHEDULE II
  
  Percentages; LIBOR Office; Domestic OfficeEXHIBIT A
  
  Form of NoteEXHIBIT B
  
  Form of Borrowing RequestEXHIBIT C
  
  Form of 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-




---



##### 

\

Borrower Parent Section 1.1 Lenders MSSF Administrative Agent MS&Co Collateral Agent Merrill Lynch Syndication
Agents Arrangers
  Merger Agreement Acquisition Merger
 Refinancing
   Sponsor




---



##### 



Equity Contribution
 First Lien Loans
   
 Defined Terms
 Acquisition first recital
 Administrative Agent preamble Section 9.4
 Affected Lender Section 4.11
 Affiliate Control
 Agents
 Agreement
 Alternate Base Rate plus
 -2-




---



##### 



provided
 Alternate Base Rate Loan
 Applicable Margin
 Approved Fund
 Arizona Property
 Arrangers preamble
 Assignee Lender
 Authorized Officer Section 5.1.1
 Board of Directors
 Borrower preamble
 Borrowing Section 2.3
 Borrowing Request Exhibit B
 Business Day
  -3-




---



##### 



clause (a)
 Canadian Dollar C$
 Canadian Pension Plan
 Canadian Pledge and Security Agreement Exhibit G-2
 Canadian Subsidiary
 Canadian Subsidiary Guarantor
 Canadian Welfare Plan
 Capital Expenditures
 Capital Securities
 Capitalized Lease Liabilities
 Cash Equivalent Investment
 -4-




---



##### 



clause
(c)(i)
 clause (a)
   Casualty Event
 -5-




---



##### 



CERCLA
 CERCLIS
 CFC Subsidiary
 Change in Control
      Closing Date
 -6-




---



##### 



Closing Date Certificate
 Code
 Collateral Agent preamble
 Commitment Section 2.1.1
 Commitment Amount
 Commitment Termination Date
     Commitment Termination Event
 clauses (a) (d) Section 8.1.9
  Section 8.3
  Company
 Compliance Certificate Exhibit E
 Consolidated EBITDA plus
 -7-




---



##### 



provided clause (b)(viii)(B) clause (b)(viii)
 Consolidated Total Debt clause (a) clause (b) clause (a) clause (c) clause (g) clause (f) plus clause (m) Section 7.2.2 clause (m) minus
 Consolidated Working Capital
  over
  Consolidated Working Capital Adjustment
 Contingent Liability
 -8-




---



##### 



Continuation/Conversion Notice Exhibit C
 Control Agent
 Controlled Group
 Convertible Preferred Stock
 Convertible Preferred Stock Documents Section 7.2.12
 Copyright Security Agreement
 Currency
 DBRS
 Default
 Defaulting Lender Section 11.11 Section 2.1
 Disclosure Schedule Schedule
I
 -9-




---



##### 



Disposition Dispose
 Dollar $
 Domestic Office 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
  -10-




---



##### 



clause (b) Section 3.1.1 Section 3.1.1 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-Tier CFC Subsidiary
 First Lien Administrative Agent
 -11-




---



##### 



First Lien Agent
 First Lien Collateral Agent
 First Lien Credit Agreement
 First Lien Loan Documents
 First Lien Loans third recital
 First Lien Obligations
 First Lien Term Loans
 First Lien Termination Date
 Fiscal Quarter
 Fiscal Year
 Foreign Pledge Agreement
 Foreign Subsidiary
 F.R.S. Board
 GAAP Section 1.4
 -12-




---



##### 



Governmental Authority
 Guarantor
 Guaranty
 Hazardous Material
    Hedging Obligations
 herein hereof hereto hereunder
 Immaterial Subsidiary
 Impermissible Qualification
    -13-




---



##### 



including include
 Indebtedness
         Indemnified Liabilities Section 11.4
 Indemnified Parties Section 11.4
 Interco Subordination Agreement
 -14-




---



##### 



Intercreditor Agreement Exhibit I
 Interest Expense
 Interest Period Sections 2.2 2.3 Sections 2.2 2.3 provided
    Investment
     -15-




---



##### 



Irish Subsidiary
 ISP Rules Section 11.9
 Judgment Currency Section 11.17
 Landlord Consent
 Lease Purchasers
 Lease Purchase Transaction Purchased
Lease Residual Positions
 Lender Assignment Agreement Exhibit D
 Lenders preamble
 Lenders Environmental Liability
  Section 6.12
  -16-




---



##### 



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
 LIBO Rate Loan
 -17-




---



##### 



LIBO Rate (Reserve Adjusted)
 LIBO Rate
    
    =
    
    LIBO Rate(Reserve Adjusted)
    
    
    
    1.00 - LIBOR Reserve Percentage
  LIBOR Office Schedule II
 LIBOR Reserve Percentage
 Lien
 Loans Section 2.1.1
 Loan Documents
 Material Adverse Effect
 -18-




---



##### 



Material Subsidiary
 Merger first recital
 Merger Agreement
 MergerSub
 Merrill Lynch preamble
 MNI
 Moodys
 Morgan Stanley preamble
 Mortgage Exhibit H
 MS&Co preamble
 MSSF preamble
 MSSF Canada
 Multiemployer Plan
 Net Casualty Proceeds clause (d) Section 7.2.3
 -19-




---



##### 



Net Debt Proceeds Section 7.2.2
 over
  Net Disposition Proceeds clause (y) Section 7.2.9 clause (b) Section 7.2.16 clause (d) Section 7.2.11 minus provided
 Net Equity Proceeds excess
 over
 -20-




---



##### 



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 Exhibit A
 Obligations Section 8.1.9
 Obligor
 -21-




---



##### 



Organic Document
 Other Taxes
 Parent preamble
 Participant clause (e) Section 11.11
 Patent Security Agreement
 PATRIOT Act
 PATRIOT Act Disclosures
 Payment Currency Section 11.17
 PBGC
 Percentage Schedule II Section 11.11
 Permitted Acquisition
 Section 7.1.8 Section 7.2.1
 -22-




---



##### 



Section 7.1.1
 Permitted Holders
 Person
 PPSA
 Primary Syndication
 Process Agent Section 11.14
 Public Market
 Public Offering
 Purchased Leases
 Quarterly Payment Date
 Rate Protection Agreement
 Refinancing second recital
 Refinancing Documents
 -23-




---



##### 



Register clause (a) Section 2.5
 Release
 Replacement Notice Section 4.11
 Required Lenders
 Reset Date clause (c) Section 7.1.1
 Residual Positions
 Resource Conservation and Recovery Act
 Restricted Payment
 -24-




---



##### 



S&P
 SEC
 Second Lien Credit Parties
 Second Lien Post-Closing Letter clause
(e) Section 7.1.11
 Second Lien U.S. Credit Parties
 Secured Parties
 Security Agreement
 Solvent
     Specified Equity Contribution clause (b) Section
7.2.17
 -25-




---



##### 



Sponsor third recital
 Stated Maturity Date
 Subordinated Debt
 Subordinated Debt Documents Section 7.2.12
 Subordination Provisions Section 8.1.11
 Subsidiary Subsidiary
 Subsidiary Guarantor
 Subsidiary Guaranty Exhibit F
 Syndication Agents preamble
 Synthetic Lease
 Target
 Taxes
 -26-




---



##### 



Termination Date
 Total Exposure Amount
 Trademark Security Agreement
 Transaction
 Transaction Documents Section 7.2.12
 type
 UCC provided UCC
 U.K. Subsidiary
 U.K. Subsidiary Guarantor
 -27-




---



##### 



U.K. Security Agreement Exhibit G-3
 United States U.S.
 U.S. Dollar $
 U.S. Dollar Equivalent
 U.S. Pension Plan provided
 U.S. Person
 U.S. Pledge and Security Agreement Exhibit G-1
 U.S. Subsidiary
 U.S. Subsidiary Guarantor
 U.S. Welfare Plan provided
 Voting Securities
 -28-




---



##### 



wholly owned Subsidiary
 Use of Defined Terms
 Cross-References
 Accounting and Financial Determinations Section 7.2.17 GAAP clause (a) Section 5.1.6
 Permitted Acquisition pro forma
 -29-




---



##### 



Commitments
 Loan Commitment Loans
 Borrowing Procedure provided
 Continuation and Conversion Elections provided
 -30-




---



##### 



Funding provided Sections 4.1 4.2 4.3 4.4
 Register; Notes
 Register Section 11.11 Section 11.11
 provided
 -31-




---



##### 



inter alia, provided
 
 Repayments and Prepayments; Application
 Repayments and Prepayments
 provided pro rata provided further
 Prepayment Premium(as a percentage of the LoansYear
    
    being prepaid)Closing Date through (and including) the
first anniversary of the Closing Date
    
    
    3
    %Following the first anniversary of the
Closing Date through (and including) the
second anniversary of the Closing Date
    
    
    2
    %Following the second anniversary of the
Closing Date through (and including) the
third anniversary of the Closing Date
    
    
    1
    %thereafter
    
    
    0
    %
 -32-




---



##### 



provided clause (c) Section 7.1.1
 provided clause (e) Section 7.2.1 provided further clause (e)
  Section 8.2 Section 8.3
 -33-




---



##### 



Section 8.3
 clause (a) Section 4.4
 Application Section 3.1.1 first second Section 4.4
 Interest Provisions
 Rates
   Section 3.2.3
 Post-Maturity Rates plus plus
 Payment Dates
  -34-




---



##### 



clause (c)
 Section 8.2 Section 8.3
  Fees
 
 LIBO Rate Lending Unlawful
 Deposits Unavailable
 Section 2.2 Section 2.3
 -35-




---



##### 



Increased LIBO Rate Loan Costs, etc Sections 4.5 4.6
 Funding Losses
 Article III
    Increased Capital Costs
 -36-




---



##### 



th provided
 Taxes
  clause (h)
 clause (a)(i)
  Section 4.6
 -37-




---



##### 



clause (h) provided clause
(c) provided th clause (a)
  Exemption
Certificate
 -38-




---



##### 



provided
  clause (a)(i) clause (d) clause (f) Section 2.4 provided clause (a)(i) clause (d) Section 11.11
 -39-




---



##### 



clause (a)(i) clause (d)
 clause
(a) clause (d) clause (i) Section 4.6
 Section 4.6
 Payments, Computations; Proceeds of Collateral, etc clause (c)
 -40-




---



##### 



provided first second clause (b)(i) 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
 -41-




---



##### 



Sharing of Payments Sections 4.3 4.4 4.5 4.6 pro rata provided 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
 -42-




---



##### 



Section 4.3 4.5 4.6
 Removal of Lenders Affected Lender Non-Consenting Lender Section 4.3 4.5 4.6 Replacement Notice 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
 -43-




---



##### 



Initial Loan
 Resolutions, etc
     Closing Date Certificate
 Consummation of Transaction
 -44-




---



##### 



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
 -45-




---



##### 



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
 -46-




---



##### 



Section 5.1.12 provided Subsection (a) 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
 -47-




---



##### 



Foreign Pledge Agreements
 Insurance
 Mortgages
    -48-




---



##### 



provided however Section 7.1.11
 Intercreditor Agreement
 Opinions of Counsel
   provided however Sections 5.1.17 7.1.11
   PATRIOT Act Disclosures
 Process Agent Section 11.14
 -49-




---



##### 



Closing Fees, Expenses, etc. Sections 3.3 11.3
 All Loans
 Compliance with Warranties, No Default, etc
   Loan Request, etc Section 5.2.1
 Satisfactory Legal Form
 
  Organization, etc.
 -50-




---



##### 



Due Authorization, Non-Contravention, etc.
   Government Approval, Regulation, etc
 Validity, etc.
 Financial Information Section 5.1.6 Section 5.1.6 Section 7.1.1 Section 5.1.6
 -51-




---



##### 



No Material Adverse Change
 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
  -52-




---



##### 



Item 6.11
 Item 6.11(b)
 Environmental Warranties Item 6.12
      -53-




---



##### 



Accuracy of Information
 Regulations U and X
 Solvency
 Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness,
etc
 -54-




---



##### 



Quebec Based Collateral
 
 Affirmative Covenants
 Financial Information, Reports, Notices, etc.
   -55-




---



##### 



Section 7.2.17
 clauses
(a) (b) Section 7.2.17 Section 7.1.8 clause
(b)
  Item 6.7 Section 6.7
   -56-




---



##### 



Section 3.1.1
 clause (b)
    Maintenance of Existence; Compliance with Contracts, Laws, etc Section 7.2.10
 Maintenance of Properties
 -57-




---



##### 



Sections 7.2.10 7.2.11
 Insurance
    Books and Records provided
 Environmental Law Covenant
  -58-




---



##### 



Use of Proceeds
 Future Guarantors, Security, etc. Section 7.1.11 Section 7.2.3
 -59-




---



##### 



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
 -60-




---



##### 



Landlord Consents Item 7.1.11(c) provided
 Irish Subsidiaries 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
 -61-




---



##### 



Section 7.1.12
 Negative Covenants
 Business Activities
 Indebtedness
  Item 7.2.2(b)
 Item
7.2.2(c)
  provided provided
 -62-




---



##### 



provided
 clause (e)(i) Section 7.2.5
  Item 7.2.2(c)
    -63-




---



##### 



provided
 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
 -64-




---



##### 



Section 8.1.6
   clause (g) Section 7.2.2
 clauses (f) (k) (l) Section 7.2.2
   -65-




---



##### 



Investments
 Item 7.2.5(a)
   Section 7.2.11
 provided clause (f)(ii) Section 7.2.2 clause (f)(ii) Section 7.2.2
  -66-




---



##### 



clause (b) Section 7.2.10 provided provided further Section 7.1.8
      provided clauses (e)(i) (g) (h)
 Restricted Payments, etc. provided however clause (c) clause (d)
 Capital Expenditures clause (e) Section 7.2.2
 -67-




---



##### 



clause (e) Section 7.2.2
 CapitalFiscal Year
    
    
    
    Expenditure Amount2008
    
    
    
    
    $
    26,450,0002009
    
    
    
    
    $
    27,600,0002010
    
    
    
    
    $
    28,750,0002011
    
    
    
    
    $
    29,900,0002012
    
    
    
    
    $
    31,050,0002013
    
    
    
    
    $
    32,200,0002014
    
    
    
    
    $
    33,350,000
 provided provided further
 No Prepayment of Subordinated Debt
 clause (f) (i) Section
7.2.2
    Issuance of Capital Securities clause (d) Section 3.1.1
 -68-




---



##### 



Consolidation, Merger; Permitted Acquisitions, etc.
 provided provided provided
 clause
(g) Section 7.2.5
 Permitted Dispositions
  provided
 -69-




---



##### 



Section 7.2.10
 Sections 3.1.1 3.1.2
 Modification of Certain Agreements
      Transactions with Affiliates
 -70-




---



##### 



provided however
 Restrictive Agreements, etc
    clause (a) clause
(e) Section 7.2.2 provided
 -71-




---



##### 



Section 7.2.3 clauses (a) (c) clause (f)(ii) Section 7.2.2
 Convertible Preferred Stock
     Sale and Leaseback
 Section 7.2.3
 Sections 3.1.1 3.1.2
 Leverage Ratio
  -72-




---



##### 



Fiscal Quarter Ending
    
    RatioJanuary 31, 2009
    
    9.60:1.00April 30, 2009
    
    8.80:1.00July 31, 2009
    
    7.30:1.00October 31, 2009
    
    7.00:1.00January 31, 2010
    
    6.70:1.00April 30, 2010
    
    6.50:1.00July 31, 2010
    
    6.10:1.00October 31, 2010
    
    5.80:1.00January 31, 2011
    
    5.40:1.00April 30, 2011
    
    5.20:1.00July 31, 2011
    
    4.80:1.00October 31, 2011
    
    4.50:1.00January 31, 2012
    
    4.20:1.00April 30, 2012
    
    3.90:1.00July 31, 2012
    
    3.60:1.00October 31, 2012
    
    3.30:1.00January 31, 2013
    
    2.90:1.00April 30, 2013 and thereafter
    
    2.60:1.00
 Section 7.2.17 Section 7.2.17 Specified Equity
Contribution provided however Section 7.2.17 Section 7.2.17
 
 Listing of Events of Default Event of Default
 Non-Payment of Obligations Article III clause (ii)
 -73-




---



##### 



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 provided Section
 Judgments
 -74-




---



##### 



Pension Plans
     Change in Control
 Bankruptcy, Insolvency, etc.
   provided
 -75-




---



##### 



provided
  Impairment of Security, etc.
 Failure of Subordination Subordination Provisions
 Action if Bankruptcy clauses
(a) (d) Section 8.1.9
 Action if Other Event of Default clauses (a) (d) Section 8.1.9
 -76-




---



##### 



Section 8.2 provided Section 4.9
 
 Actions pro rata provided
  -77-




---



##### 



pro rata provided provided
 Funding Reliance, etc.
 -78-




---



##### 



Exculpation
 Successor provided Section 11.3 Section 11.4
 Loans by Morgan Stanley
 -79-




---



##### 



Credit Decisions
 Copies, etc
 Reliance by Administrative Agent and the Collateral Agent
 Defaults
 -80-




---



##### 



Notice of Default Section 11.1 provided
 
 Parent Guaranty Provisions
 Parent Guaranty
 Guaranty Absolute, etc.
    -81-




---



##### 



Reinstatement, etc.
 Waiver, etc.
 Postponement of Subrogation, etc. Section 4.7 provided
 -82-




---



##### 



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
 -83-




---



##### 



Section 11.1
 Notices; Time Schedule II Section 7.1.1
 Payment of Costs and Expenses provided
  -84-




---



##### 



clauses (x) (y) clause (y) clause (y) clause (y)
 Indemnification Indemnified Parties Section 4.6 11.11(f) Indemnified Liabilities
   -85-




---



##### 



Article V provided
     Section 11.4
 -86-




---



##### 



Survival Sections 4.3 4.4 4.5 4.6 4.7 10.3 10.4 Sections 2.6.1 9.1
 Severability
 Headings
 Execution in Counterparts, Effectiveness, etc.
 Governing Law; Entire Agreement
 Successors and Assigns provided
 Sale and Transfer of Loans; Participations in Loans; Notes
 clause (b) provided
  -87-




---



##### 



Section 4.6
 clause (a)
 clause (d) Section 11.5 clause (e)
 -88-




---



##### 



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 Section 4.6 Section 4.6
 -89-




---



##### 



provided
 Other Transactions
 Forum Selection and Consent to Jurisdiction PROVIDED SECTION
11.2
 -90-




---



##### 



Service of Process, Appointment of Process Agent PROCESS AGENT SECTION 11.13 SECTION 11.2
 Waiver of Jury Trial
 No Immunity Foreign Sovereign Immunities Act
 -91-




---



##### 



Judgment Currency Payment Currency Judgment Currency Judgment Conversion
Date
 PATRIOT Act Notification
  Assumption by Target
 Intercreditor Agreement
 -92-




---



##### 



clause (b)
 -93-




---



##### 



MITEL NETWORKS CORPORATIONBy:
    
    /s/  Steven Spooner

Name:  Steven SpoonerTitle:    Chief
Financial OfficerAddress 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 US HOLDINGS, INC.By:
    
    /s/  Steven Spooner

Name:  Steven SpoonerTitle:    Authorized
Signing OfficerAddress 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
 Credit
Agreement (Second Lien)




---



##### 



MORGAN STANLEY SENIOR FUNDING, INC.,as the Administrative Agent and the LenderBy:
    
    /s/  Todd VannucciName:  Todd Vannucci
Title:    Vice PresidentAddress: 1585 Broadway, New York, NY 10036Facsimile No.:Attention:MORGAN STANLEY & CO. INCORPORATED,as the Collateral AgentBy:
    
    /s/  Todd VannucciName:  Todd Vannucci
Title:    Managing DirectorAddress: 1585 Broadway, New York, NY 10036Facsimile No.:Attention:
 Credit Agreement (Second Lien)




---



##### 



MERRILL LYNCH CAPITAL CORPORATION,
     as LenderBy:
    
    /s/  Arminee BowlerName:  Arminee Bowler
Title:    Vice President
 Credit Agreement (Second 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
 NAME AND NOTICE ADDRESS
    
    
    
    
    
    LOANOF LENDER
    
    LIBOR OFFICE
    
    DOMESTIC OFFICE
    
    COMMITMENT PERCENTAGEMorgan Stanley Senior Funding, Inc.,as
Administrative Agent and 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
    
    $
    97,500,000Merrill
Lynch Capital Corporation,as 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
    
    $
    32,500,000




---



##### 



Borrower Lender   Credit Agreement Parent Lenders MSSF MS&Co Merrill Lynch




---



##### 



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 US HOLDINGS, INC.By:Title: - 2 -




---



##### 



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




---



##### 



Credit Agreement Borrower Parent Section 1.1 Lenders MSSF Administrative Agent MS&Co Collateral Agent Merrill Lynch Syndication
Agents Arrangers
 [ ] [  ]




---



##### 



Amount to
    
    Person to be Paid
    
    Name, Address, etc.be Transferred
    
    Name
    
    Account No.
    

of Transferee Lender$Attention:$Attention:$Attention:Balance of such proceeds
    
    BorrowerAttention:
 -2-




---



##### 



MITEL US HOLDINGS, INC.ByTitle:




---



##### 



[     ]
 
   Credit Agreement Borrower Parent Lenders MSSF MS&Co Merrill Lynch
  [ ] [ ][ ]
 [ ] [ ]
 [ [ ][ ][ ][ ] ] [ ]
   [ ] [ ]
 Loan Continuation/Conversion Notice (Second Lien)




---



##### 



[ ] [ ] [ ] [ ]
 Loan Continuation/Conversion Notice (Second Lien)
 -2-




---



##### 



[MITEL US HOLDINGS, INC.]By:Title: Loan Continuation/Conversion Notice (Second Lien)




---



##### 



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 existing Lender][Approved
Fund]]13.
    
    Administrative Agent:Morgan Stanley Senior Funding, Inc., as
Administrative Agent under the Credit
Agreement.4.
    
    Credit Agreement:
    
    The Second 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 US Holdings, Inc. (the Borrower), Mitel
Networks Corporation (the Parent), the
various financial institutions and other
Persons (including Assignee Lenders, the
Lenders) from time to time parties thereto,
Morgan Stanley Senior Funding, Inc. (MSSF),
as Administrative Agent, Morgan Stanley & Co.
Incorporated (MS&Co), as the Collateral
Agent, MSSF and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (Merrill Lynch), as the
Co-
 
 1
    
    Select as applicable. Lender Assignment Agreement (Second Lien)




---



##### 



Syndication Agents, and MSSF and Merrill Lynch, as the Arrangers.5.
    
    Assigned Interest:TERM LOAN:
 Aggregate Amount of Loans
    
    
    
    Percentage Assigned offor all Term Loan Lenders
    
    Amount of Term Loans Assigned
    
    Term Loans2$
    
    $
    
    %
 Effective Date
 
 2
    
    Set forth, to at least 9 decimals, as a percentage of
the Loans of all Term Loan Lenders thereunder. Lender Assignment Agreement (Second Lien)




---



##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title: ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 
 
 ByTitle:[[ISSUER],as IssuerBy:Name:Title:                      ]3
 
 3
    
    If required. Lender Assignment Agreement (Second Lien)




---



##### 



[Accepted and Acknowledgedthis  day of , :MITEL NETWORKS CORPORATIONBy:Name:Title:]4
 
 4
    
    If required. Lender Assignment Agreement (Second Lien)




---



##### 



Representations and Warranties
 Assignor
 Assignee
 Payments
 Lender Assignment Agreement (Second Lien)




---



##### 



Consent
 General Provisions
 Lender Assignment Agreement (Second Lien)




---



##### 



FORM OF
 COMPLIANCE CERTIFICATE
   Certificate Credit Agreement Borrower Parent Lenders MSSF Administrative Agent MS&Co Collateral Agent Merrill Lynch Syndication Agents Arrangers
 Computation
Date
   
 Compliance Certificate (Second 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 (Second Lien)




---



##### 



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




---



##### 



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




---



##### 



CONSOLIDATED EBITDA
 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 (Second 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 (Second Lien)




---



##### 



(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 (Second 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 (Second Lien)




---



##### 



CAPITAL EXPENDITURES
 1. Capital Expenditures: for the Fiscal Year ended [](a) all expenditures of the Parent and its 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 Parent and its 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 (Second Lien)




---



##### 



Compliance Certificate (Second 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 extentactually made, of Term Loans pursuant to clause (c) ofSection 3.1.1 (exclusive of repayments made from arefinancing of any portion of such Indebtedness, orpursuant 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 ofCapital Expenditures financed with the proceeds ofIndebtedness, equity issuances, casualty proceeds orother proceeds which are not included in EBITDA);
    
    $(v) voluntary prepayments of Indebtedness;
    
    $(vi) permitted Investments made during such FiscalYear;
    
    $(vii) cash portion of any consideration and relatedfees and expenses actually paid in connection with aPermitted 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 (Second Lien)




---



##### 



Compliance Certificate (Second Lien)




---



##### 



ANNEX I
 Financial Information
 Compliance Certificate (Second Lien)




---



##### 



SUBSIDIARY GUARANTY
  Guaranty Article I Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Borrower Parent Section 1.1 Lenders MSSF Administrative Agent MS&Co Merrill Lynch




---



##### 



ARTICLE I
 Certain Terms
 Administrative Agent first recital
 Borrower first recital
 Collateral Agent
 Credit Agreement first recital
 Subsidiary Guarantor Subsidiary Guarantors preamble
 Guaranty preamble
 Merrill Lynch first recital
 MSSF 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
 4




---



##### 



Section 2.7 provided however
 Payments; Application
 provided
 clause (b)
  CFC Subsidiaries ab initio
 5




---



##### 



ARTICLE III
  Credit Agreement Representations and Warranties
 Financial Condition, etc
 Best Interests
 ARTICLE IV
   6




---



##### 



ARTICLE V
 Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided however
 Amendments, etc
 Notices
 Additional Subsidiary Guarantors Annex I
 Release of Subsidiary Guarantor
 7




---



##### 



provided
 No Waiver; Remedies Sections 2.3 2.5
 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
 9




---



##### 



No Immunity Foreign Sovereign Immunities Act
 Judgment Currency Payment Currency Judgment Currency Judgment Conversion
Date
 Counterparts
 Intercreditor Agreement
 10




---



##### 



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




---



##### 



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




---



##### 



ARSENAL ACQUISITION CORPORATIONBy:Name:Title: Subsidiary Guaranty (Second Lien




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



ACCEPTED AND AGREED FOR ITSELF 
AND ON BEHALF OF THE SECURED PARTIES:MORGAN STANLEY & CO. INCORPORATED,
as Collateral AgentBy:Name:Title:
 Subsidiary Guaranty (Second 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
 Intercreditor Agreement




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]ByTitle:[NAME OF ADDITIONAL SUBSIDIARY]ByTitle:[NAME OF ADDITIONAL SUBSIDIARY]ByTitle:
 ACCEPTED AND AGREED FOR ITSELF 
AND ON BEHALF OF THE SECURED PARTIES:MORGAN STANLEY & CO. INCORPORATED,
as Collateral AgentByTitle:




---



##### 



Security
Agreement Borrower Article I Grantor Grantors Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Lenders




---



##### 



Certain Terms
 Borrower first recital
 Collateral Section 2.1
 Collateral Agent preamble
 Collateral Accounts clause (b) Section 4.3
 Computer Hardware and Software Collateral
  clause (a)
  clauses (a) (c)
  Control Agreement
 Copyright Collateral
 2




---



##### 



Item A Schedule V Item
B Schedule V
 Credit Agreement first recital
 Distributions
 Domain Name Collateral
 Filing Statements clause (b) Section 3.7
 General Intangibles
 Grantor Grantors preamble
 Intellectual Property Collateral
 Lenders first recital
 Patent Collateral
 Item A Schedule III
 clause (a)
 3




---



##### 



clauses (a) (b) Item B Schedule III
  Permitted Liens
 Securities Act clause (a) Section 6.2
 Security Agreement preamble
 Specified Default
 Trademark Collateral
 Item A Schedule IV Trademarks
 Item
B Schedule IV
 clause (a) clause (b)
 clause (a) clause (b)
  4




---



##### 



Trade Secrets Collateral Trade Secret Schedule VI
 Credit Agreement Definitions
 UCC Definitions
 
 Grant of Security Interest Collateral
   Item I Schedule II
  5




---



##### 



6




---



##### 



Security for Obligations
 Grantors Remain Liable
    Distributions on Pledged Shares Section 4.1.5
 Security Interest Absolute, etc.
   7




---



##### 



Postponement of Subrogation Section 6.1 provided
 8




---



##### 



As to Capital Securities of the Subsidiaries, Investment Property
   clause (a)(ii)
   Schedule I
 Grantor Name, Location, etc.
 Item A Schedule II
 9




---



##### 



Item B Schedule II
 Item
C Schedule II
 Item D Schedule
II
 Item E Schedule II
 Item F Schedule II
 Item G Schedule II
 Item H Schedule II
 Item I Schedule II
   clauses (a) (j) clauses (a) (i) Section 3.2
 10




---



##### 



Section 3.2
 Ownership, No Liens, etc.
 Possession of Inventory, Control
 Section 3.5 clause (ii
  Negotiable Documents, Instruments and Chattel Paper
 11




---



##### 



Intellectual Property Collateral Schedules
III VII
        12




---



##### 



Schedules III V
    Validity, etc.
  Item A Schedule II Filing Statements
   13




---



##### 



Authorization, Approval, etc.
    Best Interests
 
  As to Investment Property, etc
 14




---



##### 



Capital Securities of Subsidiaries
    Investment Property (other than Certificated Securities)
 Section 7.12
  Certificated Securities (Stock Powers).
 Continuous Pledge
 15




---



##### 



Voting Rights; Dividends, etc.
      clause (b)
 16




---



##### 



provided
 Change of Name, etc
 As to Accounts; Collateral Accounts
  Collateral Accounts
 clause (b)(ii)
  As to Grantors Use of Collateral
 clause (b)
 17




---



##### 



clause
(a)
   As to Intellectual Property Collateral
 clauses (i) (ii) (iii)
 18




---



##### 



clause (a) (b)
 Exhibit A Exhibit B Exhibit C
 As to Letter-of-Credit Rights
 19




---



##### 



As to Commercial Tort Claims Item I Schedule II
 Electronic Chattel Paper and Transferable Records
 20




---



##### 



Further Assurances, etc.
    Section
4.4
  21




---



##### 



Deposit Accounts
 Section 7.12 Section 7.12 Section 7.12 Section
4.10
 clause (a)
 22




---



##### 



clause (a) Item G Schedule II
 
 Collateral Agent Appointed Attorney-in-Fact
  clause (a)
    Collateral Agent May Perform
 Collateral Agent Has No Duty
 23




---



##### 



Reasonable Care provided
 
 Certain Remedies
      24




---



##### 



Securities Laws Section
6.1
  25




---



##### 



Securities Act
     Compliance with Restrictions
 Protection of Collateral
 26




---



##### 



Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided
 Amendments, etc.
 Notices
 Release of Liens clause (a) clause (b)
 27




---



##### 



Additional Grantors Annex I
 No Waiver; Remedies Section 2.5
 Headings
 Severability
 Governing Law, Entire Agreement, etc.
 Counterparts
 Deposit Accounts
 28




---



##### 



Section 7.12 provided provided
 Intercreditor Agreement
 Conflicts
 29




---



##### 



MITEL NETWORKS, INC.By:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



MITEL US HOLDINGS, INC.By:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



ARSENAL ACQUISITION CORPORATIONBy:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



INTER-TEL (DELAWARE), INCORPORATEDBy:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



INTER-TEL INTEGRATED SYSTEMS, INC.By:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



INTER-TEL LEASING, INCORPORATEDBy:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



INTER-TEL TECHNOLOGIES, INC.By:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



INTER-TEL NETSOLUTIONS, INC.By:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



MORGAN STANLEY & CO., INCORPORATED,
as Collateral AgentBy:Name:Title: U.S. Pledge and Security Agreement (Second Lien)




---



##### 



Common StockAuthorized
    
    
    Outstanding
    
    
    % of SharesIssuer (corporate)
    
    Cert. #
    
    
    # of Shares
    
    
    Shares
    
    
    Shares
    
    
    Pledged
 Limited Liability Company Interests% of Limited Liability
    
    
    Type of Limited LiabilityIssuer (limited liability company)
    
    Company Interests Pledged
    
    
    Company Interests Pledged
 Partnership Interests% of Partnership
    
    
    % of PartnershipIssuer (partnership)
    
    Interests Owned
    
    
    Interests Pledged




---



##### 



Name of Grantor:
    
    Location for purposes of UCC:[GRANTOR]
    
    [LOCATION]
  Name of Grantor:
    
    Organizational Identification Number:[GRANTOR]
    
    [LOCATION]
  Name of Grantor:
    
    Trade Names:[GRANTOR]
  Name of Grantor:
    
    Merger or other corporate reorganization:[GRANTOR]




---



##### 



Name of Grantor:
    
    Taxpayer ID numbers:[GRANTOR]
  Name of Grantor:
    
    Description of Contract:[GRANTOR]
  Name of Grantor:
    
    Description of Deposit Accounts and Securities Accounts:[GRANTOR]
  Name of Grantor:
    
    Description of Letter of Credit Rights:[GRANTOR]
  Name of Grantor:
    
    Description of Commercial Tort Claims:[GRANTOR]




---



##### 



Patents
 Issued Patents
 Country
    
    Patent No.
    
    
    Issue Date
    
    
    Inventor(s)
    
    
    Title
 Pending Patent Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Applications In Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Licenses
 Country or
    
    
    
    
    
    Effective
    
    Expiration
    
    SubjectTerritory
    
    Licensor
    
    Licensee
    
    Date
    
    Date
    
    Matter




---



##### 



Trademarks
 Registered Trademarks
 Country
    
    Trademark
    
    Registration No.
    
    Registration Date
 Pending Trademark Applications
 Country
    
    Trademark
    
    Serial No.
    
    Filing Date
 Trademark Applications In Preparation
 Expected
    
    Products/Country
    
    Trademark
    
    Docket No.
    
    Filing Date
    
    Services
 Trademark Licenses
 Country or
    
    
    
    
    
    
    
    Effective
    
    ExpirationTerritory
    
    Trademark
    
    Licensor
    
    Licensee
    
    Date
    
    Date




---



##### 



Copyrights/Mask Works
 Registered Copyrights/Mask Works
 Country
    
    Registration No.
    
    Registration Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Pending Registration Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Registration Applications In Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Licenses
 44




---



##### 



Trade Secret or Know-How Licenses
 45




---



##### 



PATENT SECURITY AGREEMENT
 Agreement   Grantor Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Borrower Parent Lenders MSSF Administrative Agent MS&Co Collateral Agent Merrill Lynch Syndication Agents Arrangers
 Security Agreement




---



##### 



Definitions
 Grant of Security Interest Patent Collateral
 Item A Schedule I
 clause (a)
 clauses (a) (b) Item B Schedule I
  Security Agreement
 Release of Liens




---



##### 



clause (i) clause (ii)
 Acknowledgment
 Loan Document
 Intercreditor Agreement
 Counterparts




---



##### 



[NAME OF GRANTOR]By:Name:Title:MORGAN STANLEY & CO. INCORPORATED,
as Collateral AgentBy:Name:Title:




---



##### 



Patents
 Issued Patents
 Country
    
    Patent No.
    
    Issue Date
    
    Inventor(s)
    
    Title
 Pending Patent Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Applications in Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Licenses
 Country or
    
    
    
    
    
    Effective
    
    Expiration
    
    SubjectTerritory
    
    Licensor
    
    Licensee
    
    Date
    
    Date
    
    Matter




---



##### 



TRADEMARK SECURITY AGREEMENT
 Agreement   Grantor Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Borrower Parent Lenders MSSF Administrative Agent MS&Co Collateral Agent Merrill Lynch Syndication Agents Arrangers
 Security Agreement




---



##### 



Definitions
 Grant of Security Interest Trademark Collateral
 Item A Schedule I Trademark
 Item B Schedule
I
 clause (a) clause (b)
 clause (a) clause (b)
  B-2




---



##### 



Security Agreement
 Release of Liens clause (i) clause (ii)
 Acknowledgment
 Loan Document
 Intercreditor Agreement
 Counterpart
  B-3




---



##### 



[NAME OF GRANTOR]By:Name:Title:MORGAN STANLEY & CO. INCORPORATED,
as Collateral AgentBy:Name:Title: B-4




---



##### 



Trademarks
 Registered Trademarks
 Country
    
    Trademark
    
    Registration No.
    
    Registration Date
 Pending Trademark Applications
 Country
    
    Trademark
    
    Serial No.
    
    Filing Date
 Trademark Applications in Preparation
 Expected
    
    Products/Country
    
    Trademark
    
    Docket No.
    
    Filing Date
    
    Services
 Trademark Licenses
 Country or
    
    
    
    
    
    
    
    Effective
    
    ExpirationTerritory
    
    Trademark
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 B-5




---



##### 



COPYRIGHT SECURITY AGREEMENT
 Agreement   Grantor Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Borrower Parent Lenders MSSF Administrative Agent MS&Co Collateral Agent Merrill Lynch Syndication Agents Arrangers
 Security Agreement




---



##### 



Definitions
 Grant of Security Interest Copyright Collateral Item A Schedule I Item B Schedule
 Security Agreement
 Release of Liens clause (i) clause (ii)
 C-2




---



##### 



Acknowledgment
 Loan Document
 Intercreditor Agreement
 Counterparts
  C-3




---



##### 



[NAME OF GRANTOR]By:Name:Title:MORGAN STANLEY & CO. INCORPORATED,
as Collateral AgentBy:Name:Title: C-4




---



##### 



Copyrights/Mask Works
 Registered Copyrights/Mask Works
 Country
    
    Registration No.
    
    Registration Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Pending Registration Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Registration Applications in Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Licenses
 Country or
    
    
    
    
    
    Effective
    
    ExpirationTerritory
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 C-5




---



##### 



PLEDGE AND SECURITY AGREEMENT
 Supplement Security Agreement Collateral Agent
 W I T N E S S E T H
 Credit
Agreement Canadian Borrower MNI Holdings MergerSub U.S.
Borrowers Lenders MSSF Canada Morgan Merrill




---



##### 



Party to Security Agreement, etc
 Representations
 Full Force of Security Agreement
 Severability
 Governing Law, Entire Agreement, etc
 Counterparts




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Name:Title:[NAME OF ADDITIONAL SUBSIDIARY]By:Name:Title: ACCEPTED AND AGREED FOR ITSELF 
AND ON BEHALF OF THE SECURED PARTIES:MORGAN STANLEY & CO. INCORPORATED,
as Collateral AgentBy:Name: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




---



##### 



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




---



##### 



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-




---



##### 



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-




---



##### 



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




---



##### 



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-




---



##### 



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-




---



##### 



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




---



##### 



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-




---



##### 



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




---



##### 



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-




---



##### 



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-




---



##### 



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




---



##### 



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




---



##### 



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-




---



##### 



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-




---



##### 



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-




---



##### 



provided
 -30-




---



##### 



Obligations Unconditional
      Certain Notices
   -31-




---



##### 



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




---



##### 



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-




---



##### 



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




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




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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




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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




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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




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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




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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




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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




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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




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




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Standstill Period provided however
    3




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Section 9
     Signature page follows




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, 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:




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




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SCHEDULE A
 Description of Real Property




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