EXHIBIT 10.60SECOND MODIFICATION AGREEMENT          This Second Modification Agreement (“Agreement”) is made as of April 28, 2006, by and betweenVODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation (“Borrower”) and COMERICA BANK, aMichigan banking corporation, successor-by-merger to Comerica Bank-California, a California bankingcorporation (“Lender”).RECITALS               A. Lender has extended to Borrower various credits, from time to time, including withoutlimitation, a credit on a revolving basis (“Loan”) in the original maximum principal amount of$5,000,000.00, pursuant to that certain Credit Agreement dated April 10, 2003 (as modified, the“Loan Agreement”). The Loan is evidenced by that certain Promissory Note (“Note”) dated April 10,2003, in the original principal sum of $5,000,000.00, executed by Borrower in favor of Lender. Theunpaid principal balance of the Loan as of the date hereof is $0.00. Capitalized termsnot otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.               B. The Loan is secured by the Collateral pursuant to that certain Security Agreement(“Security Agreement”) dated April 10, 2003 executed by Borrower in favor of Lender. The SecurityAgreement and all other agreements, documents and instruments relating to the Collateral andotherwise securing the Loan are referred to individually and collectively as the “SecurityDocuments”.               C. Lender and Borrower have executed and delivered previously that certain Modification toCredit Agreement dated February 15, 2005 (“First Modification”), modifying the terms of the Loan,the Loan Agreement, and/or the Security Documents. The Loan Agreement, the Note, the SecurityDocuments, and all other agreements, documents, and instruments evidencing, securing, or otherwiserelating to the Loan, as modified in the Modification, are sometimes referred to individually andcollectively as the “Loan Documents”. Hereinafter, “Loan Agreement”, “Note” and “SecurityDocuments” shall mean such documents as modified in the Modification.               D. Borrower has requested that Lender further modify the Loan Documents as set forth in thisAgreement. Lender is willing to so modify the Loan Documents, subject to the terms and conditionscontained in this Agreement.AGREEMENTFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Borrower and Lender agree as follows:1. ACCURACY OF RECITALS.Borrower acknowledges the accuracy of the Recitals.
 

 
     2. MODIFICATION OF LOAN DOCUMENTS.          2.1 The Loan Documents are modified as follows:               2.1.1 The definition of “RLC Maturity Date” (as defined in Section 1.1 of the LoanAgreement and in the last paragraph of the first page of the Note) is hereby deleted in itsentirety and is hereby replaced by the following: “RLC Maturity Date” means May 31, 2008.” Onthe RLC Maturity Date Borrower shall pay to Lender the unpaid principal, accrued and unpaidinterest, and all other amounts payable by Borrower under the Loan Documents as modifiedherein.3. RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.The Loan Documents are ratified and affirmed by Borrower and shall remain in full force and effectas modified herein. Any property or rights to or interests in property granted as security in theLoan Documents shall remain as security for the Loan and the obligations of Borrower in the LoanDocuments.4. BORROWER REPRESENTATIONS AND WARRANTIES.Borrower represents and warrants to Lender:          4.1 To the best of Borrower’s knowledge, as of the date hereof, no Event of Default under anyof the Loan Documents as modified herein has occurred and is continuing.          4.2 There has been no material adverse change in the financial condition of Borrower or anyother person whose financial statement has been delivered to Lender pursuant to the Loan Agreementfrom the most recent financial statement received by Lender.          4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurateon the date hereof.          4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan orthe Loan Documents as modified herein.          4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation ofBorrower, enforceable against Borrower in accordance with their terms.          4.6 Borrower has the requisite power and authority to execute and deliver this Agreement andto perform the Loan Documents as modified herein. The execution and delivery of this Agreement andthe performance of the Loan Documents as modified herein have been duly authorized by all requisiteaction by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalfof Borrower.
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5. BORROWER COVENANTS.Borrower covenants with Lender:          5.1 Borrower shall execute, deliver, and provide to Lender such additional agreements,documents, and instruments as reasonably required by Lender to effectuate the intent of thisAgreement.          5.2 Borrower fully, finally, and forever releases and discharges Lender and its successors,assigns, directors, officers, employees, agents, and representatives from any and all actions,causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind ornature, in law or equity, that Borrower has, whether known or unknown, (i) in respect of the Loan,the Loan Documents, or the actions or omissions of Lender in respect of the Loan or the LoanDocuments, and (ii) arising from events occurring prior to the date of this Agreement.          5.3 Contemporaneously with the execution and delivery of this Agreement, Borrower has paid toLender:          5.3.1 All accrued and unpaid interest and any principal amounts due and payable byBorrower under the Loan Documents as of the date hereof.          5.3.2 All of the internal and external costs and expenses incurred by Lender in connectionwith this Agreement (including, without limitation, outside attorneys’ fees).6. EXECUTION AND DELIVERY OF AGREEMENT BY LENDER.Lender shall not be bound by this Agreement until each of the following shall have occurred: (i)Lender has executed and delivered this Agreement, (ii) Borrower shall have executed allinstruments, documents and financing statements as required by Lender to effectuate the terms andconditions of this Agreement, and (iii) Borrower has performed all of the obligations of Borrowerunder this Agreement to be performed contemporaneously with the execution and delivery of thisAgreement.7. ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.The Loan Documents as modified herein contain the entire understanding and agreement of Borrowerand Lender in respect of the Loan and supersede all prior representations, warranties, agreements,arrangements, and understandings. No provision of the Loan Documents as modified herein may bechanged, discharged, supplemented, terminated, or waived except in a writing signed by Lender andBorrower.8. BINDING EFFECT.The Loan Documents as modified herein shall be binding upon, and inure to the benefit of, Borrowerand Lender and their respective successors and assigns.
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9. CHOICE OF LAW.This Agreement shall be governed by and construed in accordance with the laws of the State ofArizona, without giving effect to conflicts of law principles.10. COUNTERPART EXECUTION.This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the same document. Signature pages maybe detached from the counterparts and attached to a single copy of this Agreement to physicallyform one document.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovestated.
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           COMERICA BANK   VODAVI COMMUNICATIONS SYSTEMS, INC.,        An Arizona corporation             By:                           By: /s/ David A. Husband             Its:                           Its: Chief Financial Officer             LENDER                         BORROWER  
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GUARANTOR’S CONSENT, RATIFICATION AND REAFFIRMATION          Vodavi Technology, Inc., a Delaware corporation (“Guarantor”), hereby consents to the terms,conditions and provisions of the foregoing Second Modification Agreement dated April 28, 2006, andthe transactions contemplated by it.          Guarantor hereby ratifies and reaffirms the full force and effectiveness of its ContinuingGuarantee dated April 10, 2003, as amended from time to time, with respect to the Loan(“Guaranty”), as well as its acknowledgment that its obligations under the Guaranty are separateand distinct from those of Borrower under the Loan.          Guarantor fully, finally and forever releases and discharges Lender and its successors,assigns, directors, officers, employees, agents and representatives from any and all actions,causes of action, claims, debts, demands, liabilities, obligations and suits, of whatever kind ornature, in law or equity, that Borrower has, whether known or unknown: (i) in respect of the Loan,the Loan Documents, or the actions or omissions of Lender in respect of the Loan or the LoanDocuments; and (ii) arising from events occurring prior to the date hereof.          Guarantor represents and warrants that there has been no material adverse change in thefinancial condition of Guarantor from the most recent financial statement received by Lender.          Guarantor represents and warrants that Guarantor has no claims, counterclaims, defenses, orset-offs with respect to the enforcement against Guarantor of the Guaranty.          Guarantor represents and warrants that the Loan Documents, as modified, are the legal, validand binding obligation of Borrower, enforceable against Borrower in accordance with their terms.          Dated this 28th day of April, 2006.VODAVI TECHNOLOGY, INC.,