SECOND LIEN AGENCY ASSIGNMENT AND AMENDMENT AGREEMENTSecond Lien Agency Assignment and Amendment Agreement • March 17th, 2010 • Mitel Networks Corp • Radio & tv broadcasting & communications equipment • New York
This SECOND LIEN AGENCY ASSIGNMENT AGREEMENT, dated as of November 30, 2009 (this “Agreement”), by and among, MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), MORGAN STANLEY & CO. INCORPORATED (“MS&Co”, and together with MSSF, the “Morgan Stanley Entities”), the LENDERS party hereto (the “Required Lenders”) and The Bank of New York Mellon (“BNY”), and is acknowledged and agreed to by Mitel Networks, Inc. (the “Parent”) and Mitel US Holdings, Inc. (the “Borrower”). Reference is made to that certain Second Lien Credit Agreement, dated as of August 16, 2007 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Parent, the Borrower, MSSF, as Administrative Agent thereunder (in such capacity, the “Administrative Agent”), MS&Co, as Collateral Agent thereunder (in such capacity, the “Collateral Agent” and together with Administrative Agent, the “Agents”), and the Lenders party thereto from time to time.
