24.4.
Construction
85
24.5.
Counterparts
85
24.6.
Governing Law
86
24.7.
Waiver of Jury Trial
86
TABLE OF CONTENTS
Section
Page
24.8.
Usury Savings Clause
86
24.9.
Right of Set-off
87
24.10.
Marshalling; Payments Set Aside
87
24.11.
Limitation of Liability
87
24.12.
Submission to Jurisdiction; Waivers
88
24.13.
Judgment Currency
88
24.14.
Existing Events of Default under Original Agreement
89
SCHEDULE A
-
Information Relating to Lenders SCHEDULE B
-
Defined Terms SCHEDULE 5.1
-
Principal Companies and Subsidiaries;
Organization, Powers, Qualification,
Good Standing, Business and Capital
Stock SCHEDULE 5.2(c)
-
Consents, Approvals, Government Authorizations,
etc. SCHEDULE 5.3
-
Financial Statements; SEC Filings SCHEDULE 5.4
-
Absence of Certain Developments SCHEDULE 5.4(b)
-
Dividends,
Redemptions, Etc. SCHEDULE 5.4(d)
-
Parent Options, Warrants, Etc.
SCHEDULE 5.4(e)
-
Employee bonus, compensation, severance, etc. SCHEDULE
5.4(s)
-
Intellectual Property Rights SCHEDULE 5.4(t)
-
Suppliers and Customers SCHEDULE 5.4(x)
-
Tax Elections SCHEDULE 5.5(a)
-
Real Property Assets SCHEDULE 5.5(a)(v)
-
Real Property
SCHEDULE 5.5(b)
-
Intellectual Property SCHEDULE 5.5(c)
-
Tangible Personal Property SCHEDULE 5.6
-
Certain Litigation SCHEDULE
5.7
-
Payment of Taxes SCHEDULE 5.8(b)
-
Conflicts with
Contractual Obligations SCHEDULE 5.8(f)
-
Necessary Permits SCHEDULE
5.11(g)
-
Employee Program SCHEDULE 5.11(i)
-
Employee Benefit
Plan Violations SCHEDULE 5.12
-
Brokers' and Finders' Fees SCHEDULE 5.13
-
Environmental Matters SCHEDULE 5.14(a)
-
Labor Relations
SCHEDULE 5.14(b)
-
Employee Salaries SCHEDULE 5.18(a)
-
Existing
Indebtedness SCHEDULE 5.18(b)
-
Contingent Obligations SCHEDULE 5.18(c)
-
Future Liens SCHEDULE 5.24
-
Deposit Accounts; Securities
Accounts SCHEDULE 5.25
-
Loans to Directors and Officers SCHEDULE 5.26
-
Insurance Policies SCHEDULE 5.27
-
Major Customers SCHEDULE
5.28
-
Absence of Certain Practices
TABLE OF CONTENTS
Section
Page SCHEDULE 5.29(a)
-
Accounts and Notes Receivable
SCHEDULE 5.29(b)
-
Accounts and Notes Payable
SCHEDULE 5.31
-
Internal Controls
SCHEDULE 5.33
-
Foreign Corrupt Practices Act
SCHEDULE 5.34
-
Transactions with Affiliates
SCHEDULE 10.2
-
Existing Liens
SCHEDULE 10.3(e)
-
Existing Investments
SCHEDULE
10.3(h)
-
Existing Investments in Non-Grantor Subsidiaries
EXHIBIT A
-
Form of Note
EXHIBIT B
-
Form of Compliance Certificate
EXHIBIT C
-
Form of Assignment Agreement
EXHIBIT D
-
Form of
Solvency Certificate
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 22,
2012 (as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time, this "Agreement"), by and among the
lenders identified on the signature pages hereof (such lenders, together with
their respective successors and permitted assigns, are referred to hereinafter
each individually as a "Lender" and collectively as the "Lenders"), OBSIDIAN,
LLC, a Delaware limited liability company, as the agent and collateral agent for
the Lenders ("Obsidian" and in such capacity, together with its successors and
assigns in such capacity, "Agent"), 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") and each of the Subsidiary