Letter



 Exhibit 10.1 
 TENNENBAUM CAPITAL PARTNERS, LLC 
 January 5,
2012 
 Via Facsimile and Overnight Carrier 
 Dialogic Inc. 
 1504 McCarthy Blvd., 
 Milpitas, CA 95035, United States 
 Attention: General Counsel 

Dialogic Corporation 
 9800 Cavendish Boulevard

 5th Floor 

Montreal, Quebec, Canada H4M2V9 
 Attention:
General Counsel 
 Re:Acceleration of Loans 
 Gentlemen: 
 Reference is hereby made to that certain Second Amended and Restated
Credit Agreement by and among Dialogic Corporation, a British Columbia corporation (the “Company”), Dialogic Inc., a Delaware corporation (the “Parent” and together with the Company, collectively, the “Principal
Companies” and individually a “Principal Company”), each of the Subsidiary Guarantors signatories thereto, the lenders party thereto (the “Lenders”) and Obsidian, LLC, a Delaware limited liability company, as agent and
collateral agent for the Lenders (in such capacity, the “Agent”), dated as of October 1, 2010 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used
herein without definition shall have the meanings set forth in the Credit Agreement. 
 The Principal Companies have informed
the Agent and the Lenders that they request a letter from the Agent and the Lenders confirming that the Lenders will not accelerate the Maturity Date of the Loans on or before February 15, 2012. 

This letter is hereby delivered to you to confirm that the Lenders will under no circumstances accelerate the Maturity Date of any Loans
prior to February 15, 2012. This letter replaces the letter dated March 10, 2011 regarding Acceleration of Loans. 

Other than as specifically set forth above, by this letter or otherwise, the Agent and the Lenders do not waive any of their respective
rights or remedies, or any existing Event of Default or any other Events of Default or breaches or defaults of either Principal Company or any other party, or create any estoppel, in connection with the matters referred to herein or otherwise
(including, without limitation, the Collateral Agent’s right to foreclose under any of the Collateral Documents), and this letter is without prejudice to the rights and remedies of the Agent and the Lenders in respect of the Obligations and the


  
 2951
28TH STREET, SUITE 1000, SANTA MONICA, CALIFORNIA 90405 
 TELEPHONE 310.566.1000 — FACSIMILE 310.566.1010 

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MAILBOX@TENNENBAUMCAPITAL.COM 








 
Loan Documents, all such rights and remedies being specifically reserved and preserved. Any delay by the Agent and the Lenders in enforcing their rights and remedies with respect to any existing
or future Defaults or Events of Default does not constitute, and any future delay will not constitute, and no such delay may be construed as, (i) a waiver of any Agent’s or any Lender’s rights and remedies or of any such Events of
Default or (ii) a course of conduct on the part of any Agent or any Lender on which either Principal Company may rely at any time, and none of the foregoing will impair the Agent’s or any Lender’s ability to exercise its rights and
remedies now or in the future. Further, any single or partial exercise by the Agent or any Lender of any of its rights and remedies does not preclude any other or further exercise by the Agent or any Lender of any available rights and remedies.

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 2951
28TH STREET, SUITE 1000, SANTA MONICA, CALIFORNIA 90405 
 TELEPHONE 310.566.1000 — FACSIMILE 310.566.1010 

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MAILBOX@TENNENBAUMCAPITAL.COM 








 
	
	Very truly yours,
	
	 OBSIDIAN, LLC,

as Agent and Collateral Agent

	By: Tennenbaum Capital Partners, LLC
	Its: Sole Member


  

			
	By: 	 	 /s/ Rajneesh Vig

	Name:	 	Rajneesh Vig
	Title:	 	Authorized Signatory


  

			
	 SPECIAL VALUE EXPANSION FUND, LLC,
 as a Lender

	By:	 	Tennenbaum Capital Partners, LLC
	Its:	 	Investment Manager


  

			
	By:	 	 /s/ Rajneesh Vig

	Name:	 	Rajneesh Vig
	Title:	 	Managing Partner


  

			
	SPECIAL VALUE OPPORTUNITIES FUND, LLC, as a Lender
	By:	 	Tennenbaum Capital Partners, LLC
	Its:	 	Investment Manager


  

			
	By:	 	 /s/ Rajneesh Vig

	Name:	 	Rajneesh Vig
	Title:	 	Managing Partner


  

			
	 TENNENBAUM OPPORTUNITIES
 PARTNERS V, LP, as a Lender

	By:	 	Tennenbaum Capital Partners, LLC
	Its:	 	Investment Manager


  

			
	By: 	 	 /s/ Rajneesh Vig

	Name:	 	Rajneesh Vig
	Title:	 	Managing Partner



  
 2951
28TH STREET, SUITE 1000, SANTA MONICA, CALIFORNIA 90405 
 TELEPHONE 310.566.1000 — FACSIMILE 310.566.1010 

—
MAILBOX@TENNENBAUMCAPITAL.COM