“First Amendment Effective Date” is defined in Section 3.1.     “Lenders” is defined in the preamble.     “Merrill Lynch” is defined in the preamble.     “MS&Co” is defined in the preamble.     “MSSF” is defined in the preamble.     “Parent” is defined in the preamble.     “Second Lien Credit Agreement” is defined in the first recital.     “Syndication Agents” is defined in the preamble.     Section 1.2 Terms Defined in the Existing Second Lien Credit Agreement. Capitalizedterms not otherwise defined herein shall have the meanings provided therefore in the ExistingSecond Lien Credit Agreement.ARTICLE IIAMENDMENTS TO EXISTING SECOND LIEN CREDIT AGREEMENT     Effective on (and subject to the occurrence of) the First Amendment Effective Date, theprovisions of the Existing Second Lien Credit Agreement referred to below are hereby amended inaccordance with this Article. Except as expressly so amended, the Existing Second Lien CreditAgreement shall continue in full force and effect in accordance with its terms.     SECTION 2.1. Amendment to Article I. Article I of the Existing Second Lien CreditAgreement is hereby amended as follows:     SECTION 2.1.1. Section 1.1 of the Existing Second Lien Credit Agreement is amended byinserting the following definitions in the appropriate alphabetical order:     “First Amendment” means the First Amendment to this Agreement, dated as ofSeptember 26, 2007, among the Borrower and the Secured Parties.     “First Amendment Effective Date” is defined in Section 3.1 of the FirstAmendment.     SECTION 2.2. Amendments to Article XI. Article XI of the Existing Second Lien CreditAgreement is hereby amended by adding a new Section 11.21 at the end of such Article to read in itsentirety as follows:Section 11.21. Confidentiality. Each of the Administrative Agent and the Lenders agreeto maintain the confidentiality of the Information (as defined below), except that Informationmay be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners,directors, officers, employees, agents, advisors and other representatives (it
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being understood that the Persons to whom such disclosure is made will be informed of theconfidential nature of such Information and instructed to keep such Information confidential),(ii) to the extent requested by any regulatory authority purporting to have jurisdiction overit (including any self-regulatory authority, such as the National Association of InsuranceCommissioners), (iii) to the extent required by applicable laws or regulations or by anysubpoena or similar legal process, (iv) to any other party hereto, (v) in connection with theexercise of any remedies hereunder or under any other Loan Document or any action orproceeding relating to this Agreement or any other Loan Document or the enforcement of rightshereunder or thereunder, (vi) subject to an agreement containing provisions substantiallysimilar as those of this Section, to (x) any Assignee Lender of or Participant in, or anyprospective Assignee Lender of or Participant in, any of its rights or obligations under thisAgreement or (y) any actual or prospective counterparty (or its advisors) to any swap orderivative transaction relating to the Borrower and its obligations, (vii) with the consent ofthe Parent or (viii) to the extent such Information (x) becomes publicly available other thanas a result of a breach of this Section or (y) becomes available to any Secured Party or anyof their respective Affiliates on a nonconfidential basis from a source other than theBorrower. For purposes of this Section, “Information” means all information receivedfrom or on behalf of the Borrower or its Subsidiaries relating to the Borrower or Subsidiaryof the Borrower or any of their respective businesses, other than any such information thatwas available to any Secured Party on a nonconfidential basis prior to disclosure by theBorrower or any of its Subsidiaries, provided that, in the case of any suchinformation received from the Borrower or any of its Subsidiaries after the date hereof, suchinformation is clearly identified at the time of delivery as confidential. Any Person requiredto maintain the confidentiality of Information as provided in this Section shall be consideredto have complied with its obligation to do so if such Person has exercised the same degree ofcare to maintain the confidentiality of such Information as such Person would accord to itsown confidential information. Any term or provision hereof to the contrary notwithstanding,the Borrower hereby acknowledges and agrees that the Administrative Agent shall be permittedto disclose to all Lenders, Participants and prospective Lenders and Participants (byelectronic means or otherwise) (x) all financial information provided pursuant to clauses(a) and (b) of Section 7.1.1 and (y) unless otherwise notified in writingby the Borrower, all other financial information provided to the Administrative Agent pursuantto Section 7.1.1 or otherwise, in each case as if such information had been filed bythe Borrower with the SEC on Form 10K or another periodic report (whether or not the Borroweris an issuer of securities pursuant to Section 12 of the Securities Act of 1933, as amended,at such time).ARTICLE IIICONDITIONS TO EFFECTIVENESS     SECTION 3.1. Effective Date. This Amendment Agreement shall become effective on thedate (the “First Amendment Effective Date”) when all the conditions set forth in thisArticle have been satisfied.
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     SECTION 3.1.1. Execution of Counterparts. The Administrative Agent shall have receiveda counterpart of this Amendment Agreement duly executed and delivered on behalf of the Borrower andeach of the other Obligors, and the Borrower shall have received a counterpart of this AmendmentAgreement duly executed and delivered on behalf of the Administrative Agent.     SECTION 3.1.2. Costs and Expenses, etc. The Administrative Agent shall have receivedfor the account of each Lender all fees, costs and expenses due and payable pursuant to Sections3.3 and 11.3 of the Second Lien Credit Agreement, if then invoiced.     SECTION 3.1.3. Satisfactory Legal Form. All documents executed or submitted pursuanthereto by or on behalf of the Borrower shall be reasonably satisfactory in form and substance tothe Administrative Agent and their counsel, and the Administrative Agent and their counsel shallhave received all information, approvals, documents or instruments as the Administrative Agent ortheir counsel may reasonably request.ARTICLE IVREPRESENTATIONS AND WARRANTIES     To induce the Lenders to enter into this Amendment Agreement, the Borrower represents andwarrants to each Secured Party as set form below.     SECTION 4.1. Validity, etc. The Second Lien Credit Agreement, as amended by thisAmendment Agreement, constitutes the legal, valid and binding obligation of the Borrowerenforceable in accordance with its terms subject to the effects of bankruptcy, insolvency,fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affectingcreditors’ rights generally, general equitable principles (whether considered in a proceeding inequity or at law) and an implied covenant of good faith and fair dealing.ARTICLE VMISCELLANEOUS     SECTION 5.1. Cross References. References in this Amendment Agreement to any Articleor Section are, unless otherwise specified or otherwise required by the context, to such Article orSection of this Amendment Agreement.     SECTION 5.2. Loan Documents Pursuant to Existing Second Lien Credit Agreement. ThisAmendment Agreement is a Loan Document executed pursuant to the Existing Second Lien CreditAgreement and shall be construed, administered and applied in accordance with all of the terms andprovisions of the Existing Second Lien Credit Agreement and, after the First Amendment EffectiveDate, the Second Lien Credit Agreement.     SECTION 5.3. Successor and Assigns. This Amendment Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors and assigns.
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     SECTION 5.4. Counterparts. This Amendment Agreement may be executed by the partieshereto in several counterparts, each of which when executed and delivered shall be deemed to be anoriginal and all of which together shall constitute but one and the same agreement. Delivery of anexecuted counterpart of a signature page to this Amendment Agreement by facsimile shall beeffective as delivery of a manually executed counterpart of this Amendment Agreement.     SECTION 5.5. Governing Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSESECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK).     SECTION 5.6. Full Force and Effect; Limited Amendment. Except as expressly amendedhereby, all of the representations, warranties, terms, covenants, conditions and other provisionsof the Existing Second Lien Credit Agreement and the Loan Documents shall remain unchanged andshall continue to be, and shall remain, in full force and effect in accordance with theirrespective terms. The amendments set forth herein shall be limited precisely as provided for hereinto the provisions expressly amended herein and shall not be deemed to be an amendment to, waiverof, consent to or modification of any other terms or provisions of the Existing Second Lien CreditAgreement or any other Loan Document or of any transaction or further or future action on the partof any Obligor which would require the consent of the Lenders under the Existing Second Lien CreditAgreement or any of the Loan Documents.*[Remainder of page intentionally left blank]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed bytheir respective officers thereunto duly authorized as of the date first above written.      MITEL US HOLDINGS, INC.