Third Extension Agreement
Exhibit 10.58
This Third Extension Agreement is dated September 23, 2004 between Tollgrade Communications, Inc., having an address at 000 Xxxxx Xxxx, Xxxxxxxx, XX 00000 (“Tollgrade”) and Dictaphone Corporation, acting through its Electronic Manufacturing Services Division, with an address at 0000 X. Xxxxx Xx., Xxxxxxxxx, XX 00000 (“Dictaphone”).
WHEREAS, Tollgrade (as successor in interest to Acterna Corporation) and Dictaphone are parties to a Supply Agreement dated July 25, 2002, which sets forth the terms pursuant to which Dictaphone manufactures and supplies to Tollgrade, and Tollgrade purchases from Dictaphone, certain products (the “Supply Agreement”);
WHEREAS, the Supply Agreement was scheduled to expire on July 24, 2004, and pursuant to the Extension Agreement dated July 21, 2004, and Second Extension Agreement dated August 16, 2004, the parties have extended the term of the Agreement through September 30, 2004;
WHEREAS, Tollgrade and Dictaphone desire to replace the Supply Agreement with a new supply agreement, but have not yet completed negotiations with respect to such new supply agreement; and
WHEREAS, Tollgrade and Dictaphone desire to further extend the term of the Supply Agreement through December 31, 2004 or until a new supply agreement is executed, if sooner;
NOW THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the parties agree as follows:
1. Extension of Supply Agreement. The parties hereby agree that the Supply Agreement is hereby extended through December 31, 2004 or until such time as the parties execute a new supply agreement, if sooner.
2. Miscellaneous. Except as extended hereby, the provisions of the Supply Agreement shall remain in full force and effect. This Third Extension Agreement will be governed in all respects by the laws of the Commonwealth of Pennsylvania without reference to any choice of law provisions. This Third Extension Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands the date first above written.
| TOLLGRADE COMMUNICATIONS, INC. | DICTAPHONE CORPORATION | |||||||||
By:
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/s/ Xxxxxxxx X. Xxxxxx | By: | /s/ Xxxxx Xxxxx | |||||||
Name:
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Xxxxxxxx X. Xxxxxx | Name: | Xxxxx Xxxxx | |||||||
Title:
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Assistant Secretary | Title: | Sr. VP, Oper. | |||||||
