exv2w22

Exhibit 2.22

FOURTH AMENDMENT AND CONSENT TO SECOND LIEN CREDIT AGREEMENT

THIS FOURTH AMENDMENT AND CONSENT TO SECOND LIEN CREDIT AGREEMENT, dated as of May 15, 2009 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by Mitel US Holdings, Inc. (“Borrower”) and Mitel Networks Corporation (the “Parent”), the various financial institutions and other Persons (each as defined in the Credit Agreement referred to below)) listed on the signature pages hereof (each a “Lender” and collectively, the “Lenders”), and Morgan Stanley Senior Funding, Inc. (“MSSF”), as the Administrative Agent (in such capacity, the “Administrative Agent”).

WITNESSETH:

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent, and Morgan Stanley & Co. Incorporated, as the Collateral Agent (in such capacity, the “Collateral Agent”), are all parties to the Second Lien Credit Agreement, dated as of August 16, 2007 (as amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and as further amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders consent to the amendment of the Credit Agreement to permit, among other things, the reorganization transactions more fully described in Annex I hereto (the “Reorganization”);

NOW, THEREFORE, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“Amendment” is defined in the preamble.

“Amendment Effective Date” is defined in Article IV.

“Borrower” is defined in the preamble.

“Credit Agreement” is defined in the first recital.

“Existing Credit Agreement” is defined in the first recital.

“Reorganization” is defined in the second recital.

SECTION 1.2 Defined Terms Generally. Unless otherwise defined herein, capitalized terms used herein have the meanings provided therefore in the Credit Agreement.

ARTICLE II

AMENDMENTS

SECTION 2.1 Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

“Fourth Amendment” means the Fourth Amendment and Consent to Second Lien Credit Agreement, dated as of May 15, 2009, among the Borrower, the Parent, the Administrative Agent, and the Lenders party thereto.

“Fourth Amendment Effective Date” means the Amendment Effective Date as that term is defined in Article IV of the Fourth Amendment.

“Lake Communications” means Lake Communications Limited, a company organized under the laws of Ireland.

“Lake Holdco” means Inter-Tel Lake Limited, a company organized under the laws of Ireland.

“Reorganization” means the reorganization transactions to be consummated by the Canadian Borrower and certain of its Subsidiaries on or about the Fourth Amendment Effective Date, the details of which are set forth on Annex I to the Fourth Amendment.

SECTION 2.2 Amendment to Section 7.2.2. The preamble of Clause (f) of Section 7.2.2 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

(f) Indebtedness of any Borrower or any Subsidiary owing to any Borrower or any other Subsidiary, which Indebtedness

SECTION 2.3 Amendments to Section 7.2.4.

SECTION 2.3.1 Section 7.2.4 of the Existing Credit Agreement is hereby amended by (a) deleting the word “or” at the end of clause (k) and (b) inserting new clauses (m) and (n) immediately following clause (1) which shall read as follows:

(m) Investments consisting of Indebtedness permitted by clause (f)(i) of Section 7.2.2; and

(n) Investments consisting of Indebtedness permitted by clause (f)(ii) of Section 7.2.2;

SECTION 2.3.2 The proviso at the end of Section 7.2.4 of the Existing Credit Agreement is hereby amended by deleting the text “or (i)” as it appears therein and replacing it with”, (i) or (n)”.

ARTICLE III

CONSENT

SECTION 3.1 Consent. The Required Lenders hereby consent to the Canadian Borrower and its Subsidiaries entering into and consummating the Reorganization, substantially as set forth on Annex I hereto.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

SECTION 4.1 Conditions to Effectiveness. This Amendment shall become effective upon the prior or simultaneous satisfaction of each of the following conditions in a manner reasonably satisfactory to the Administrative Agent (the date when all such conditions are so satisfied being the “Amendment Effective Date”):

SECTION 4.1.1 Counterparts. The Administrative Agent shall have received (i) counterparts to this Amendment, executed by the Borrower and the Required Lenders and (ii) a fully executed copy of an amendment relating to the First Lien Credit Agreement, substantially in the form of this Amendment.

SECTION 4.1.2 Certificate of Authorized Officer. The Borrower shall have delivered a certificate of an Authorized Officer, solely in its capacity as an Authorized Officer of the Borrower, certifying that, both immediately before and after giving effect to the this Amendment on the Amendment Effective Date, the statements set forth in Article V hereof are true and correct.

SECTION 4.1.3 Obligor Acknowledgment and Consent. The Parent and each Obligor (other than the Borrower) shall execute and deliver an Acknowledgment and Consent in substantially the form of Annex II hereto.

SECTION 4.1.4 Legal Matters. All legal matters incident to this Amendment shall be satisfactory to the Administrative Agent and its counsel.

SECTION 4.1.5 Payment of Expenses. The Borrower shall have paid all reasonable fees, costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment and the administration of the Credit Agreement, including without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Amendment, the Borrower represents and warrants to the Lenders as set forth below:

SECTION 5.1 Representations and Warranties, No Event of Default. The representations and warranties contained herein, in Article VI of the Credit Agreement and in each other Loan Document, including any certificate or other writing delivered by or on behalf of any Obligor to any Secured Party in connection with this Amendment are true and correct in all material respects both immediately before and after giving effect to this Amendment (except that any representation and warranty expressly made as of a specific date shall be true and correct only as of such specific date), and both immediately before and after giving effect to this Amendment no Default or Event of Default shall have occurred, assuming effectiveness of this Amendment, and be continuing or would result from this Amendment becoming effective in accordance with its terms.

SECTION 5.2 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of this Amendment, the Credit Agreement and each other Loan Document executed or to be executed by it are in each case within such Person’s powers, have been duly authorized by all necessary action, and do not (a) contravene any (i) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of any Lien on any Obligor’s properties (except as permitted by the Credit Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor.

SECTION 5.3 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person (other than those that have been, or on the Amendment Effective Date will be, duly obtained or made and which are, or on the Amendment Effective Date will be, in full force and effect) is required for the consummation of this Amendment or the Credit Agreement or the due execution, delivery or performance by any Obligor of this Amendment, the Credit Agreement or any other Loan Document to which it is a party.

SECTION 5.4 Validity, etc. This Amendment, the Credit Agreement and each other Loan Document to which any Obligor is a party constitutes the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity.

SECTION 5.5 Transactions with Affiliates. The Borrower hereby represents and warrants to the Agents and Lenders that the Reorganization is on fair and reasonable terms no

less favorable to the Borrower and its Subsidiaries than they could obtain in an arm’s-length transaction with a Person that is not an Affiliate and is of the kind which would be entered into by a prudent Person in the position of the Borrower and its Subsidiaries with a Person that is not one of their Affiliates.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which when executed and delivered shall be an original and all of which shall constitute together one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 6.2 Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

SECTION 6.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

SECTION 6.4 Loan Document Pursuant to Credit Agreement. This Amendment constitutes a “Loan Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under the Credit Agreement if (a) any representation or warranty made by an Obligor under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (b) an Obligor shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

SECTION 6.5 No Waiver. This Amendment is not, and shall not be deemed to be, a waiver of or consent to any Event of Default, event with which the giving of notice or lapse of time or both may result in an Event of Default, or other non-compliance now existing or hereafter arising under the Credit Agreement and the other Loan Documents.

SECTION 6.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 6.7 Fees and Expenses. The Borrower shall pay on demand all out-of-pocket costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and expenses and other reasonable charges of legal counsel to the Agent.

SECTION 6.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)

OR ACTIONS OF SUCH PERSON IN CONNECTION THEREWITH. EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES ENTERING INTO THIS AMENDMENT. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.


MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and as a Lender
By:	/s/ Stephen B. King
	Name:	Stephen B. King
	Title:	Vice President

ASCENSION LOAN VEHICLE, LLC, as a Lender
By:	/s/ Howard Cohen
	Name:	Howard Cohen
	Title:	Vice President


ZIFF BROTHERS ASSET MANAGEMENT, L.P By: Morton Holdings, Inc., its general partner
By:	/s/ David Gray
Name:	David Gray
Title:	Vice President

MITEL NETWORKS CORPORATION
By:	/s/ Steven Spooner
	Name:	Steven Spooner
	Title: Chief Financial Officer

MITEL US HOLDINGS, INC.
By:	/s/ Steven Spooner
	Name:	Steven Spooner
	Title: Chairman & President