EXHIBIT 2.10
DATED 27 April 2005
(1) MITEL NETWORKS LIMITED
(2) HIGHBRIDGE INTERNATIONAL LLC (as Security Agent)
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CHARGE OVER BOOK DEBTS AND CASH AT BANK
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Ref: MDM
Portions of this document marked with "***" are subject to a pending
Confidential Treatment Request filed with the Secretary of the Securities and
Exchange Commission and have been filed separately with the Securities and
Exchange Commission.
DATE: April 2005
PARTIES:
(1) MITEL NETWORKS LIMITED, a private company limited by shares incorporated
in England and Wales under number 1309629 whose registered office is at
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ("COMPANY")
(2) HIGHBRIDGE INTERNATIONAL LLC ("SECURITY AGENT") as trustee for itself and
the other Secured Parties.
AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Charge unless the context otherwise requires:
"ACCOUNT" means the Company's current account number ***, Canadian
Dollars account number ***, Euro account number *** or US Dollar
account number *** (as relevant) all with Barclays Bank Plc, Corporate
Banking Centre, Wales and the ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
Court, 3 Windsor Place, Cardiff, Sort Code 20-60-58 as the same may be
redesignated, re-named, re-numbered or replaced.
"BORROWER" means Mitel Networks Corporation, a corporation incorporated
under the laws of Canada.
"COLLATERAL AGENCY AGREEMENT" means the collateral agency agreement dated
the date hereof between, among others, the Security Agent, the Borrower
and the Noteholders (as defined therein);
"CREDIT BALANCE" means the sum standing to the credit of the Account from
time to time.
"DEBTS" means all book debts and other debts now or in the future due or
owing to the Company and arising in respect of goods sold, leased or for
services rendered to customers.
"EDC CHARGE" means the charge over UK book debts and cash at bank dated 3
March 2003 and granted by the Company to Export Development Canada as
amended on 11 June 2003.
"GUARANTEE" means the guarantee entered into by the Company in favour of
the Security Agent (on behalf of itself and the other Secured Parties)
dated on or around the date hereof securing all monies, liabilities and
obligations of the Borrower to the Security Agent and the other Secured
Parties in connection with the Transaction Documents.
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"SECURED PARTIES" means the Security Agent and the holders from time to
time of the Notes and "SECURED PARTY" means any of them.
"TRANSACTION DOCUMENTS" means the Securities Purchase Agreement among the
Borrower, the Security Agent and others dated on or about the date hereof,
the senior secured convertible notes (the "NOTES") issued pursuant
thereto, the Security Documents (as defined in the Notes), the
Registration Rights Agreement (as defined in the Notes) and the Collateral
Agency Agreement.
1.2 INTERPRETATION
1.2.1 References in this Charge to any enactment shall be deemed to
include references to such enactment as re-enacted, amended or
extended for the time being.
1.2.2 Clause headings are for convenience only and shall in no way
affect the construction of this Charge.
1.2.3 Section 61 of the Law of Property ▇▇▇ ▇▇▇▇ shall govern the
construction of this Charge.
1.2.4 References to the "COMPANY", the "SECURITY AGENT" and the
"SECURED PARTIES" shall be construed so as to include their
respective successors or permitted assignees (whether
immediate or derivative).
1.2.5 References in this Charge to the singular include references
to the plural and vice versa).
1.2.6 Any reference to this Charge or any other document shall, save
as otherwise expressly provided herein, be construed as a
reference to this Charge or such other document as amended,
varied, supplemented, novated and/or replaced in any manner
from time to time.
1.2.7 If any of the provisions of this Charge are or are found to be
invalid, illegal or unenforceable in any respect under any
law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or
impaired.
2. COVENANT TO PAY
The Company covenants on demand to discharge to the Security Agent (for
the benefit of itself and the other Secured Parties) all of its
obligations and liabilities under the Guarantee whether:
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2.1 present or future;
2.2 actual or contingent; and/or
2.3 owed by the Company alone or jointly and/or severally with others
(the "SECURED OBLIGATIONS").
3. CHARGE
3.1 The Company with full title guarantee and as a continuing security charges
by way of fixed charges with the payment or discharge of all monies,
obligations and liabilities hereby covenanted to be paid or discharged by
the Company:
3.1.1 the Debts; and
3.1.2 all monies both present and future from time to time standing
to the credit of the Account.
3.2 The security from time to time constituted by or pursuant to this Charge
shall be in addition to and shall not prejudice, determine or affect any
other security which the Security Agent (for the benefit of itself and the
other Secured Parties) may from time to time hold for or in respect of all
or any part of the monies, obligations and liabilities hereby secured. No
prior security held by the Security Agent (for the benefit of itself and
the other Secured Parties) over the property charged by this Charge or any
part of it shall merge in the security created hereby or pursuant hereto
which will remain in force and effect as a continuing security until
discharged by the Security Agent (for the benefit of itself and the other
Secured Parties).
4. RESTRICTIONS ON DEALING
4.1 The Company shall not without the prior written consent of the Security
Agent:
4.1.1 create or permit to subsist any mortgage, charge, pledge,
hypothecation, lien (other than a lien arising by operation of
law) or other security interest on the Credit Balance or any
of the Debts other than this Charge and the EDC Charge;
4.1.2 sell, discount, factor, lend or otherwise dispose of the whole
or any part of the Debts or the Credit Balance other than in
accordance with clause 4.2 of this Charge.
4.2 The Company may continue to withdraw monies from the Account until the
Security Agent gives notice to Barclays Bank Plc in accordance with the
terms of the Notice contained in Schedule One to this Charge. The Security
Agent confirms that it will only give such notice following the occurrence
of an Event of Default (as defined in the Transaction Documents).
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5. COVENANTS BY THE COMPANY
5.1 The Company shall:
5.1.1 pay into the Account all monies which it may receive in
respect of the Debts and until such payment will hold all such
monies on trust for the Security Agent (for the benefit of
itself and the other Secured Parties) and shall not without
the prior written consent of the Security Agent release, set
off, compound or deal with the Debts otherwise than by getting
in and realising the same in the ordinary and proper course of
its trading business (and for this purpose the realisation of
the Debts by means of block discounting, factoring or the like
shall not be regarded as dealing in the ordinary and proper
course of its trading business);
5.1.2 pay into the Account all monies which it receives in respect
of the Debts prior to this Charge becoming enforceable and any
monies received by the Company and paid into such account in
respect of the Debts of the Company shall upon such payment in
stand released from the fixed charge on the Debts created in
this Charge and shall stand subject to the fixed charge
created under clause 3.1.2 of this Charge. Any such release
will in no respects derogate from the subsistence and
continuance of the said fixed charge on all other Debts of the
Company for the time being outstanding;
5.1.3 deal with the Debts in accordance with any directions from
time to time given in writing by the Security Agent and in
default of and subject to any such directions not release,
factor, sell at discount, charge, assign or otherwise deal
with the Debts otherwise than by getting in and paying the
same into such account which for the avoidance of doubt will
not prevent the Company from entering into any arrangements
with individual debtors to accept less than the full amount of
a Debt where there are commercial reasons for doing so;
5.1.4 if called upon to do so by the Security Agent execute a legal
assignment of the Debts in such form as the Security Agent may
require and give notice thereof to the debtors from whom the
Debts are owing or Incurred and take such other steps as the
Security Agent may require to perfect such legal assignment;
5.1.5 immediately following the creation of this Charge give notice
of this Charge to Barclays Bank Plc in the form contained in
Schedule One to this Charge and procure that Barclays Bank Plc
acknowledges such notice to the Security Agent substantially
in the form contained in Schedule Two to this Charge within 30
business days of the date of this Charge.
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6. ENFORCEMENT
6.1 This Charge shall become enforceable if (i) any of the monies, obligations
and liabilities secured by this Charge shall not be paid or discharged by
the Company in accordance with clause 0 of this Charge or (ii) upon the
occurrence of any Event of Default under the Notes.
6.2 Section 103 of the Law of Property ▇▇▇ ▇▇▇▇ shall not apply and the
statutory power of sale and all other powers under that or any other Act
as varied or extended by this Charge shall arise on and be exercisable at
any time after the Security Agent shall have demanded the payment or
discharge by the Company of all or any of the monies, obligations and
liabilities secured by this Charge.
6.3 Section 93 of the Law of Property ▇▇▇ ▇▇▇▇ dealing with the consolidation
of mortgages shall not apply to this Charge.
7. RECEIVER'S AND SECURITY AGENT'S POWERS
7.1 At any time after this Charge has become enforceable or if the Company so
requests in writing the Security Agent may without further notice to the
Company appoint by writing under hand or under seal any one or more
persons either singly, jointly, severally or jointly and severally to be a
receiver or receiver and manager (each a "RECEIVER") of all or any part of
the property charged by this Charge and either at the time of appointment
or any time thereafter may fix his or their remuneration and except as
otherwise required by statute may remove any such Receiver and appoint
another or others in his or their place.
7.2 Any Receiver shall be the agent of the Company which shall be solely
responsible for his acts and defaults and the payment of his remuneration.
7.3 Any Receiver shall subject to any liabilities or restrictions expressed in
the deed or instrument appointing him have all the powers conferred by the
Law of Property ▇▇▇ ▇▇▇▇ and the Insolvency ▇▇▇ ▇▇▇▇ on mortgagors and
mortgagees in possession (but without liability as such) receivers and
administrators appointed under those Acts which in the case of joint
receivers may be exercised either jointly or severally. In addition, but
without prejudice to the generality of the foregoing the Receiver shall
have power (in the name of the Company or otherwise and in such manner and
on such terms and conditions as he shall think fit where relevant to the
property in respect of which he is appointed) to:
7.3.1 take possession of collect and get in all or any part of the
property in respect of which he is appointed and for that
purpose to take any proceedings;
7.3.2 carry on or concur in carrying on the business of the Company
and to raise money from the Security Agent or others on the
security of any property charged by this Charge;
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7.3.3 sell, assign or otherwise dispose of or concur in selling,
assigning, or otherwise disposing of all or any of the Debts;
7.3.4 make any arrangement or compromise between the Company and any
other person which he may think expedient;
7.3.5 employ, engage and appoint managers and other employees and
professional advisers for any of the purposes detailed in this
clause 7.3;
7.3.6 do all such other acts and things as may be considered to be
incidental or conducive to any other matters or powers
aforesaid or to the realisation of the security constituted by
this Charge and which he lawfully may or can do.
7.4 At any time after this Charge shall have become enforceable or if
requested by the Company the Security Agent may without further notice and
without first appointing a Receiver exercise all or any of the powers
conferred on Mortgages by the Law of Property ▇▇▇ ▇▇▇▇ as varied or
extended by this Charge and all powers, authorities and discretions
conferred expressly or by implication on any Receiver in this Charge or
conferred by statute or common law.
8. APPLICATION OF PROCEEDS
8.1 Any monies received by the Security Agent or any Receiver shall subject to
the repayment of any claims having priority to the charges created by this
Charge be applied in the following order but without prejudice to the
right of the Security Agent to recover any shortfall from the Company
8.1.1 in the payment of all costs, charges and expenses of and
incidental to the appointment of the Receiver and the exercise
of all or any of his powers and of all outgoings paid by him;
8.1.2 in the payment of the Receiver's remuneration;
8.1.3 in or towards the satisfaction of the monies, obligations and
liabilities secured by this Charge in such order as the
Security Agent in its absolute discretion thinks fit;
8.1.4 in payment of the surplus (if any) to the person or persons
entitled to it.
9. PROTECTION OF THIRD PARTIES
No person dealing with a Receiver or the Security Agent shall be concerned
to enquire whether any power which he or it is purporting to exercise has
become exercisable or whether any money is due under this Charge or as to
the application of any money paid, raised or borrowed or as to the
propriety or regularity of any sale by or other dealing with such Receiver
or the Security Agent. All the protection to purchasers contained in
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Sections 104 and 107 of the Law of Property ▇▇▇ ▇▇▇▇ shall apply to any
person purchasing from or dealing with a Receiver or the Security Agent.
10. ENTRY INTO POSSESSION
If the Security Agent or any Receiver shall enter into possession, of the
property hereby charged or any part thereof it or he may from time to time
and at any time go out of such possession. Neither the Security Agent nor
any Receiver shall in any circumstances (either by reason of any entry
into or taking of possession of any such property or for any other reason
and whether as mortgagee in possession or on any other basis) be liable to
account to the Company for anything except its or his actual receipts or
be liable to the Company for any loss or damage arising from any
realisation of the property hereby charged or from any act, default or
omission in relation thereto.
11. POWER OF ATTORNEY
The Company irrevocably appoints the Security Agent, any Receiver and any
person nominated by the Security Agent jointly and also severally to be
the attorney of the Company with the power of substitution and in its name
and otherwise on its behalf and as its act and deed to sign or execute all
deeds, instruments and documents which the Security Agent or any receiver
may require or deem proper for any of the purposes of or which the Company
ought to do under this Charge. The Company agrees to ratify and confirm
anything such attorney shall lawfully and properly do.
12. CURRENCY INDEMNITY
For the purpose of or pending the discharge of any of the monies,
obligations and liabilities secured by this Charge, the Security Agent may
convert any monies received, recovered or realised by the Security Agent
under this Charge (including the proceeds of any previous conversion) from
their existing currency into such other currency as the Security Agent may
think fit and any such conversion shall be effected at the banker's then
prevailing spot selling rate of exchange for such other currency against
the existing currency. As a separate and independent obligation the
Company agrees to indemnify and hold harmless the Security Agent against
any shortfall between any amount received or recovered by it in respect of
any payment due under this Charge and converted in accordance with the
clause into the currency in which such amount was payable and the amount
in such currency which was due and payable to the Security Agent under
this Charge.
13. NEW ACCOUNTS
If the Security Agent shall at any time receive actual or constructive
notice of any charge or other interest affecting any part of the property
hereby charged then the Security Agent may open a new account or accounts
for the Company and if the Security Agent does not do so then the Security
Agent shall be treated as if it had in fact done so at the time when it
received or was deemed to receive notice and as from that time all
payments made by the Company to the Security Agent shall be credited or
treated as having been credited to
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the new account and shall not operate to reduce the amount secured by this
Charge at the time when the Security Agent received or was deemed to have
received such notice.
14. FURTHER ASSURANCE
The Company shall whenever requested by the Security Agent immediately
execute and sign all such deeds and documents and do all such things as
the Security Agent may require at the Company's cost in relation to the
Debts or the Credit Balance for the purpose of perfecting or more
effectively providing security to the Security Agent for the payment and
discharge of the monies, obligations and liabilities secured by this
Charge.
15. SET-OFF
The Security Agent may at any time after this Charge has become
enforceable and without notice to the Company combine or consolidate all
or any of the Company's then existing accounts with and liabilities to the
Security Agent and set off or transfer any sum or sums standing to the
credit of any one or more of such accounts in or towards satisfaction of
any of the liabilities of the Company to the Security Agent on any other
account or in any other respects. The Security Agent shall notify the
Company that such a transfer has been made.
16. COSTS AND INDEMNITY
16.1 All costs, charges and expenses properly Incurred by the Security Agent in
relation to this Charge or the monies and liabilities hereby secured shall
be reimbursed by the Company to the Security Agent on demand on a full
indemnity basis and until so reimbursed shall carry interest as mentioned
in the Guarantee from the date of payment to the date of reimbursement and
be secured on the property charged by this Charge.
16.2 The Security Agent and every Receiver, attorney or other person appointed
by the Security Agent under this Charge and their respective employees
shall be entitled to be indemnified on a full indemnity basis out of the
property charged by this Charge in respect of all liabilities and expenses
properly incurred by any of them in or directly or indirectly as a result
of the exercise or purported exercise of any of the powers, authorities or
discretions vested in them under this Charge and against all actions,
proceedings, losses, costs, claims and demands in respect of any matter or
thing done or omitted in any way relating to the property charged by this
Charge and the Security Agent and any such Receiver may retain and pay all
sums in respect of the same out of the monies received under the powers
conferred by this Charge.
17. MISCELLANEOUS
17.1 The Security Agent may without discharging or in any way affecting the
security created by this Charge or any remedy of the Security Agent grant
time or other indulgence or abstain from exercising or enforcing any
remedies, securities, guarantees or other rights which it may now or in
the future have from or against the Company and may make any arrangement,
variation or release with any person or persons without prejudice either
to
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this Charge or the liability of the Company for the monies, obligations
and liabilities secured by this Charge.
17.2 The Security Agent shall have a full and unfettered right to assign the
whole or any part of the benefit of this Charge and the expression "THE
SECURITY AGENT" shall include its successors and assigns and the Security
Agent shall be entitled to disclose any information to any actual or
prospective assignee successor or participant.
17.3 The provisions of this Charge shall be severable and if at any time any
one or more such provisions is or becomes invalid, illegal or
unenforceable the validity, legality and enforceability of the remaining
provisions shall not in any way be impaired.
17.4 The rights and remedies of the Security Agent provided by this Charge are
cumulative and are not exclusive of any rights, powers or remedies
provided by law and may be exercised from time to time and as often as the
Security Agent may deem expedient.
17.5 Any reference in this Charge to any statute or any section of any statute
shall be deemed to include reference to any statutory modification or
re-enactment thereof for the time being in force.
17.6 This Charge may be executed in more than one counterpart each of which
shall be deemed to constitute an original.
18. NOTICES
18.1 A demand notice or other communication to the Company in connection with
this Charge:
18.1.1 shall be in writing signed by any manager or officer of the
Security Agent or of any branch thereof and;
18.1.2 shall be left at or sent by facsimile or prepaid ordinary
post (airmail if posted to a place outside the United
Kingdom) to the Company addressed to the person at the
address identified with its signature below.
18.2 A demand, notice or other communication shall take effect from the time it
is received (or if earlier the time it is deemed to be received in
accordance with clause 18.2) unless a later time is specified in it.
18.3 A letter or facsimile is deemed to be received:
18.3.1 in the case of a posted letter unless actually received
earlier on the second (fifth if posted to a place outside the
United Kingdom) day after posting; and
18.3.2 in the case of facsimile on production of a transmission
report from the machine from which the facsimile was sent
which indicates that the facsimile was sent in its entirety
to the facsimile number of the recipient.
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19. GOVERNING LAW AND JURISDICTION
19.1 This Charge shall be governed by and construed in accordance with the laws
of England and Wales.
19.2 The Company irrevocably agrees for the benefit of the Security Agent that
the courts of England and/or any of the federal or State courts sitting in
The City of New York, Borough of Manhattan will have jurisdiction to hear
and determine any suit, action or proceeding, and to settle any disputes
which may arise out of, or in connection with, this Charge and, for that
purpose, irrevocably submits to the jurisdiction of such courts.
19.3 The Company irrevocably waives any objection which it might now or
hereafter have to any of the courts referred to in clause 19.2 being
nominated as the forum to hear and determine any suit, action or
proceeding, and to settle any disputes which may arise out of, or in
connection with, this Charge and agrees not to claim that any such court
is not a convenient or inappropriate forum.
19.4 The submission to the jurisdiction of the courts referred to in clause
19.2 will not (and is not to be construed so as to) limit the right of the
Security Agent to take proceedings against the Company in any other court
of competent jurisdiction, nor will the taking of proceedings in any one
or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
19.5 The Company hereby consents in respect of any legal action or proceeding
arising out of, or in connection with, this Charge, to the giving of any
relief, or the issue of any process in connection with such action or
proceeding including, without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its use or
intended use) of any order or judgment which may be made or given in such
action or proceeding.
19.6 To the extent that the Company may in any jurisdiction claim for itself or
its assets, immunity from suit, execution, attachment (whether in aid of
execution, before judgment or otherwise) or other legal process and, to
the extent that in any such jurisdiction there may be attributed to itself
or its assets such immunity (whether or not claimed), the Company hereby
irrevocably agrees that it will not claim, and hereby irrevocably waives,
such immunity to the full extent permitted by the law of such
jurisdiction.
20. DELIVERY
The Company has executed this Charge as a deed on the condition that it
shall not be created for the purposes of the Companies ▇▇▇ ▇▇▇▇ Section
395 (as amended) nor delivered for the purposes of Section 36A of that
Act, until it is dated by or on behalf of the parties.
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21. AVOIDANCE OF PAYMENTS
No assurance, security or payment which may be avoided or adjusted under
any enactment relating to bankruptcy or insolvency or under Part VI of the
Insolvency ▇▇▇ ▇▇▇▇ or similar legislation binding on the Company in a
jurisdiction other than England and Wales and no release, settlement or
discharge given or made by the Security Agent on the faith of any such
assurance, security or payment shall prejudice or affect the right of the
Security Agent to recover from the Company (including the right to recover
any monies which it may have been compelled by due process of law to
refund under the provisions of the Insolvency ▇▇▇ ▇▇▇▇ and any costs
payable by it pursuant to or otherwise incurred in connection with such
process) or to enforce the security created by or pursuant to this Charge
to the full extent of all moneys and liabilities secured by this Charge.
22. SECURITY AGENT
The relevant provisions of the Transaction Documents shall apply to the
Security Agent's rights, obligations, powers and duties under this Charge
as if set out in this Charge in full.
23. REPRESENTATION AND WARRANTY BY THE COMPANY
23.1 The Company hereby represents and warrants to the Security Agent (for the
benefit of itself and the other Secured Parties) that (other than under
the EDC Charge) there currently exists no restriction on charging or
assigning the Debts where such restriction would have a material adverse
effect on the business, properties or financial condition of the Company
or the Company's ability to perform its obligations under the Guarantee.
23.2 The Company acknowledges that the Security Agent (for the benefit of
itself and the other Secured Parties) has accepted this Charge in full
reliance on the representation and warranty set out in this clause 0,
notwithstanding any investigation made by or on behalf of the Secured
Parties. The representation and warranty made by the Company in this
clause 0 for the benefit of the Secured Parties is material and shall
survive the execution and delivery of this Charge.
24. RIGHTS OF THIRD PARTIES
Save as expressly provided to the contrary in any Transaction Document:
24.1 a person who is not a party to this Charge may not enforce any of its
terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇; and
24.2 the consent of any third party is not required to rescind, vary, amend or
terminate this Charge at any time.
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25. TRUST PROVISIONS
25.1 The Security Agent holds the security constituted by this Charge on trust
for the Secured Parties in accordance with the provisions of the
Collateral Agency Agreement.
25.2 The perpetuity period applicable to each trust constituted by this Charge
shall be eighty years.
26. TERMINATION
This Charge is a continuing security, and shall not terminate or be
discharged until the earlier of (a) performance and indefeasible payment
in full of all of the Secured Obligations and (b) the date on which a
Qualified EPO (as defined in the Notes) is consummated.
IN WITNESS whereof the Company has executed this Charge as a Deed and the
Security Agent has executed this Charge the day and year first before written.
SCHEDULE ONE
NOTICE OF CHARGE TO BARCLAYS BANK PLC
DATE: -
Dear Sirs,
MITEL NETWORKS LIMITED - CURRENT ACCOUNT NO. *** CANADIAN DOLLARS ACCOUNT NO.
*** EURO ACCOUNT NO. *** AND US DOLLAR ACCOUNT NO. *** (THE "ACCOUNT") WITH YOU
We give you notice that by a charge ("the Charge") dated - April 2005 we have
charged by way of fixed charge to Highbridge International LLC. ("Security
Agent") (as Security Agents for the benefit of itself and the other Secured
Parties (under the Securities Purchase Agreement dated - April 2005 among Mitel
Networks Corporation, as principal debtor, and Security Agent, as amended) all
monies from time to time standing to the credit of the Account.
We irrevocably instruct and authorise you from time to time and at any time
without reference to or further authority from us, and without any enquiry by
you as to the justification for any such matter:
1. to disclose to Security Agent such information relating to the Account as
they may request you to disclose, and
2. following notice from Security Agent that the security constituted by the
Charge has become enforceable, not to permit the payment out of or the
withdrawal or transfer from, the Account by us of any sums standing to the
credit of the Account other than in accordance with the written
instructions of Security Agent.
These instructions are not to be revoked or varied without the prior written
consent of Security Agent.
This letter is governed by the laws of England and Wales.
Please confirm your agreement to the above by sending the attached
acknowledgement to Security Agent with a copy to ourselves.
Yours faithfully,
___________________________________________
Director
For and on behalf of Mitel Networks Limited
SCHEDULE TWO
ACKNOWLEDGEMENT BY BARCLAYS BANK PLC
Highbridge International LLC. as Security Agent and the Holders from time to time of the
Investment and Corporate Banking Notes issued pursuant to the Securities
4th Floor - First Canadian Place Purchase Agreement dated the same date as
Toronto the Charge referred to below.
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Dear Sirs,
MITEL NETWORK LIMITED - CURRENT ACCOUNT NO. *** CANADIAN DOLLARS ACCOUNT NO.
*** EURO ACCOUNT NO. *** AND US DOLLAR ACCOUNT NO. *** ("THE ACCOUNT")
We acknowledge receipt of a notice of charge ("the Notice") dated - of a charge
in your favour dated - of all monies from time to time standing to the credit of
the Account.
We confirm that:
1. we accept the instructions and authorisations contained in the Notice;
2. we have not received notice of any right or interest of any third party in
the Account, the sums standing to the credit of the Account or the debt
represented by the Account;
3. we have neither claimed or exercised nor will claim or exercise any
security interest, set-off, counterclaim or other rights in respect of
the Account, the sums standing to the credit of the Account or the debt
represented by the Account.
We are aware that you are relying on this letter in connection with your rights
under the above-mentioned charge.
This letter is governed by the laws of England and Wales.
Yours faithfully,
______________________________________
Duly authorised officer
For and on behalf of Barclays Bank Plc
IN WITNESS whereof the Company has executed this Charge as a Deed and the
Security Agent has executed this Charge the day and year first before written.
EXECUTED as a Deed (but not delivered }
until the date hereof by MITEL }
NETWORKS LIMITED and signed by }
two directors or a director and the secretary }
Director /s/ [ILLEGIBLE]
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Director /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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NOTICE DETAILS
Address: Mitel Business ▇▇▇▇
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SIGNED by HIGHBRIDGE } HIGHBRIDGE INTERNATIONAL LLC
INTERNATIONAL LLC BY: }
HIGHBRIDGE CAPITAL } BY: HIGHBRIDGE CAPITAL
MANAGEMENT, LLC } MANAGEMENT, LLC
for and on behalf of Security Agent }
By: _______________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
IN WITNESS whereof the Company has executed this Charge as a Deed and the
Security Agent has executed this Charge the day and year first before written,
EXECUTED as a Deed (but not delivered }
until the date hereof by MITEL }
NETWORKS LIMITED and signed by }
two directors or a director and the secretary }
Director ______________________
Director/Secretary ____________
NOTICE DETAILS
Address: Mitel Business ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇ ▇▇▇
SIGNED by HIGHBRIDGE } HIGHBRIDGE INTERNATIONAL LLC
INTERNATIONAL LLC By: }
HIGHBRIDGE CAPITAL } By: HIGHBRIDGE CAPITAL
MANAGEMENT, LLC } MANAGEMENT, LLC
for and on behalf of Security Agent }
By: /s/ ▇▇▇▇ ▇. Chill
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Name: ▇▇▇▇ ▇. Chill
Title: Managing Director