Letter, dated February 2, 2012, from Obsidian, LLC



 Exhibit 10.1 
 TENNENBAUM CAPITAL PARTNERS, LLC 

February 2, 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 March 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 March 15, 2012. This letter replaces the letter dated January 5, 2012 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
2 FACSIMILE 310.566.1010 
 2MAILBOX@TENNENBAUMCAPITAL.COM 








 Dialogic 
 2/2/2012 
 Page 2 

 

 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. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


  
 2951
28TH STREET, SUITE 1000, SANTA MONICA, CALIFORNIA 90405 
 TELEPHONE 310.566.1000 2 FACSIMILE 310.566.1010 

2MAILBOX@TENNENBAUMCAPITAL.COM










 Dialogic 
 2/2/2012 
 Page 3 

 


			
	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 2 FACSIMILE 310.566.1010 

2MAILBOX@TENNENBAUMCAPITAL.COM