CONSENT TO CREDIT AGREEMENT

Exhibit 10.5

THIS CONSENT, dated as of June 26, 2013 (this “Consent”), is entered into with respect to the Third Amended and Restated Credit Agreement, dated as of March 22, 2012 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Required Lenders (as defined therein) representing the lenders identified on the signature pages thereof (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 Guarantors signatory thereto. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.

WHEREAS, the Company has advised the Agent and the Lenders that the Company, the Parent and/or certain of its Subsidiaries desires to enter into a potential transaction or series of transactions to sell five (5) clusters of patents and patent applications owned or controlled by Company, Parent or certain of its Subsidiaries (each a “Patent Offering” and collectively, the “Patent Offerings”), as more fully described on Exhibit A attached hereto (the “Offered Patents”);

WHEREAS, the Company has advised the Agent and Lenders that Parent has received offers for the Patent Offerings and at this time wishes to accept an offer for the Patent Offering relating to cloud services (the “Cloud Services Offering”) and for the Patent Offering relating to e-commerce (the “E-Commerce Offering”);

WHEREAS, without the prior written consent of the Principal Companies and the Required Lenders, the consummation of each Patent Offering or the Patent Offerings may constitute a breach of Section 10.6(e) of the Credit Agreement and an “Event of Default” under the Credit Agreement, including under Sections 11(c) and 11(d);

WHEREAS, pursuant to Section 8.3 of the Credit Agreement, in connection with the consummation of an Asset Sale, the Company must make an offer to make a prepayment of Loans with the aggregate prepayment price equal to the Net Asset Sale Proceeds of such Asset Sale;

WHEREAS, the Company has requested that the Agent and Lenders waive the requirements of Sections 8.3 and 10.6(e) of the Credit Agreement with respect to the proceeds from the Patent Offerings;

WHEREAS, notwithstanding Section 10.6(e) of the Credit Agreement, the Agent and the Lenders have agreed to consent to the consummation of the Patent Offerings and waive the requirements of Section 8.3 with respect to the proceeds received from the Patent Offerings;

WHEREAS, the Principal Companies and certain of their Subsidiaries granted a security interest in and lien upon certain patents and related rights, including the Offered Patents, in favor of Obsidian, as agent on behalf of the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”) as set forth in the Amended and Restated Security Agreement dated October 1, 2010 by and among the Collateral Agent, the Principal Companies, and the other Subsidiary Grantors (as defined therein) party thereto from time to time;

WHEREAS, Company has requested, and Collateral Agent has agreed, to release and reassign its interest in the Offered Patents, together with the goodwill of the business symbolized thereby;

WHEREAS, pursuant to that certain Waiver Letter dated May 20, 2013 (the “Waiver”) by and among the Principal Companies, the Subsidiary Guarantors, the Required Lenders, and Agent, the Lenders and Agent agreed to waive (a) the Events of Default under the Credit Agreement, including under Section 11(e) of the Credit Agreement, resulting solely from the failure of the Company to timely deliver the 10-Q for the period ended March 31, 2013 (the “First Quarter 10-Q”); (b) the requirement to provide the financial statements for the Quarter ended March 31, 2013 and the related Compliance Certificate (the “First Quarter Reports”) within 45 days as required under Section 7(b) and 7(d), respectively, of the Credit Agreement; and (c) any “Event of Default” under the Credit Agreement including under Section 11(c) and (g), respectively, (i) resulting from the failure to give notice of the matters referred to in the Waiver pursuant to Section 7(a) of the Credit Agreement or (ii) resulting from any “Event of Default” under the Working Capital Agreement arising due to the matters referred to the Waiver;

WHEREAS, pursuant to Section 3 of the Waiver, Parent agreed to (x) deliver to Agent the First Quarter Reports no later than June 30, 2013 and (y) file with the SEC its First Quarter 10-Q no later than June 30, 2013; and

WHEREAS, Company has requested that the Agent and Lenders extend the date on which Parent is required to deliver its First Quarter Reports and file its First Quarter 10-Q pursuant to the Waiver and the provisions of the Credit Agreement to July 31, 2013 (the “Extension”) and the Agent and Required Lenders have agreed to consent to the Extension subject to the terms and conditions specified in this consent.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows

1. Consents.

(a) Sale of Offered Patents. Notwithstanding the requirements of Section 10.6(e) of the Credit Agreement, Agent and Lenders hereby consent to the consummation of the Patent Offerings and waives any and all requirements under Section 8.3 with respect to the proceeds received by Company or any Subsidiary as a result of the consummation of a Patent Offering. Parent shall deliver to Agent and Lenders an updated Schedule 5.5(b) of the Credit Agreement reflecting the disposition of the applicable Offered Patents within ten (10) Business Days of the following two events: (i) the consummation of the Cloud Services Offering or the E-

Commerce Offering, whichever later, and (ii) the consummation of the last remaining Patent Offering.

(b) Extension of Delivery and Filing of First Quarter Financial Statements and Form 10-Q. Agent and Lenders hereby consent to the Extension and hereby agree to waive any “Event of Default” under the Credit Agreement that may occur as a result. The Parent hereby covenants and agrees that it will (a) deliver to Agent the First Quarter Report no later than July 31, 2013 and (b) file with the SEC its First Quarter 10-Q no later than July 31, 2013. Any failure to comply with the foregoing shall constitute an “Event of Default” under the Credit Agreement.

2. Release of Liens on Offered Patents. Collateral Agent hereby releases all liens, pledges and security interests in or upon the Offered Patents that have been granted to Collateral Agent pursuant to any of the Loan Documents. Collateral Agent covenants and agrees that it will at the expense of the Principal Companies, take such further actions and execute and deliver such other documents and agreements as may be reasonably requested by Principal Companies from time to time to further evidence the release of any of Collateral Agent’s liens or security interests on in or upon the Offered Patents, including, but not limited to, such releases and assignments as may be required by the applicable patent office for notation and recordation of the existence of the release of the Offered Patents hereby given.

3. Release. Each of the Principal Companies and the Subsidiary Guarantors may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Agent, the Lenders, the Principal Companies and the Subsidiary Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Consent and thus each of the Principal Companies and the Subsidiary Guarantors makes the releases contained in this Section 3. In consideration of the Agent and the Lenders entering into this Consent and agreeing to substantial concessions as set forth herein, each of the Principal Companies and the Subsidiary Guarantors hereby fully and unconditionally releases and forever discharges each of the Agent and the Lenders, and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Consent is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which the Principal Companies and the Subsidiary Guarantors has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Consent is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Consent is executed, but in any case only to the extent arising out of the administration or enforcement of the Loans, the Obligations, the Credit Agreement or any of the Loan Documents (collectively, all of the foregoing, the “Claims”). Each of the Principal Companies and the Subsidiary Guarantors represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a claim by the Principal Companies and

the Subsidiary Guarantors against the Released Parties which is not released hereby. Each of the Principal Companies and the Subsidiary Guarantors represents and warrants that the foregoing constitutes a full and complete release of all Claims.

4. Conditions to Effectiveness. The effectiveness of this Consent is subject to the Agent and Required Lenders having executed this Consent and having received (i) counterparts to this Consent, duly executed by the Principal Companies and the Subsidiary Guarantors and (ii) a copy of the executed consent under the Working Capital Facility to the Extension and the Patent Offerings duly executed by the Principal Companies and Xxxxx Fargo Foothill Canada ULC.

5. Miscellaneous.

(a) Continued Effectiveness of the Credit Agreement. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Except as otherwise expressly provided herein, to the extent that the Credit Agreement or any other Loan Document purports to pledge to the Collateral Agent, or to grant to the Collateral Agent, a security interest or lien, such pledge or grant is hereby ratified and confirmed in all respects. Except as expressly provided herein, the execution, delivery and effectiveness of this Consent shall not operate as an amendment of any right, power or remedy of the Agent and the Lenders under the Credit Agreement or any other Loan Document, nor constitute a waiver or an amendment of any provision of the Credit Agreement or any other Loan Document.

(b) Counterparts. This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Consent.

(c) Headings. Section headings herein are included for convenience of reference only and shall not constitute a part of this Consent for any other purpose. of New York.

(d) Governing Law. This Consent shall be governed by the laws of the State

(e) Costs and Expenses. The Principal Companies agree to pay on demand all reasonable fees, costs and expenses of Agent and the Lenders in connection with the preparation, execution and delivery of this Consent.

(f) Consent as Loan Document. The Principal Companies and the Subsidiary Guarantors hereby acknowledge and agree that this Consent constitutes a “Loan Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by the Principal Companies and the Subsidiary Guarantors under or in connection with this Consent shall have been untrue, false or misleading in any material respect when made, or (ii) the Principal Companies and the Subsidiary Guarantors shall fail to perform or observe any term, covenant or agreement contained in this Consent.

(g) Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS CONSENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.

[Remainder of this Page Intentionally Left Bank]

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed and delivered as of the date first above written.


PRINCIPAL COMPANIES:						DIALOGIC CORPORATION, a British Columbia corporation
						/s/ Xxxxxxx Xxxxxxxxxxx
						Name: Xxxxxxx Xxxxxxxxxxx
						Title: Director

						DIALOGIC INC., a Delaware corporation

						/s/ Xxxxxxx Xxxxxxxxxxx
						Name: Xxxxxxx Xxxxxxxxxxx
						Title: Secretary
SUBSIDIARY GUARANTORS:						DIALOGIC DISTRIBUTION LIMITED, a company organized under the laws of Ireland



		SIGNED AND DELIVERED as a deed

		By: /s/ Xxxxxxx Xxxxxxxxxxx
		the lawfully appointed attorney for and on behalf of DIALOGIC DISTRIBUTION LIMITED

		In the presence of:

		Witness (signature):		/s/ Xxxxxxx Xxxxxx
		Witness Name (print): Xxxxxxx Xxxxxx
		Witness Address:
		0000, Xxxx-xx-Xxxxxx Xxxx
		Xxxxx 000
		Xxxxx-Xxxxxxx, Xxxxxx
		X0X 0X0 Xxxxxx

[Signature Page to Consent]


		DIALOGIC MANUFACTURING LIMITED, a company organized under the laws of Ireland

		SIGNED AND DELIVERED as a deed

		By: /s/ Xxxxxxx Xxxxxxxxxxx
		the lawfully appointed attorney for and on behalf of
		DIALOGIC MANUFACTURING LIMITED

		In the presence of:


Witness (signature):		/s/ Xxxxxxx Xxxxxx


		Witness Name (print): Xxxxxxx Xxxxxx Witness Address:
		0000, Xxxx-xx-Xxxxxx Xxxx Xxxxx 000 Xxxxx-Xxxxxxx, Xxxxxx X0X 0X0 Xxxxxx

		DIALOGIC US HOLDINGS INC., a Delaware corporation

		/s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Director

		DIALOGIC (US) INC., a Delaware corporation

		/s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Secretary

[Signature Page to Consent]

DIALOGIC RESEARCH INC., a Delaware

corporation

/s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: Secretary

CANTATA TECHNOLOGY, INC., a Delaware

corporation

/s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: Director

DIALOGIC JAPAN, INC., a Delaware corporation

/s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: Director

DIALOGIC NETWORKS (ISRAEL) LTD., a

company organized under the laws of Israel

/s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: Director

DIALOGIC DO BRASIL COMERCIO DE EQUIPAMNETOS PARA TELECOMUNICACAO LTDA (f/k/a Veraz Networks do Brasil Comercio de Equipamentos Para Telecommunicacao Ltda), a company organized under the laws of Brazil

/s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: EVP, Corporate Affairs and General Counsel

[Signature Page to Consent]

AGENT:

OBSIDIAN, LLC

By: Xxxxxxxxxx Capital Partners, sole member

/s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: Managing Partner

[Signature Page to Consent]

LENDERS:

SPECIAL VALUE OPPORTUNITIES FUND,

LLC

SPECIAL VALUE EXPANSION FUND, LLC XXXXXXXXXX OPPORTUNITIES

PARTERNS V,LP

By: Xxxxxxxxxx Capital Partners, LLC

Its: Investment Manager

/s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: Managing Partner

[Signature Page to Consent]

EXHIBIT A

OFFERED PATENTS

Cloud Services Cluster


Patent Number	Title	Family
CA2197218A1	Apparatus and Method for Providing Remote Users with the Same Unique IP Address upon Each Network Access	Family 1
FR775411	Apparatus and Method for Providing Remote Users with the Same Unique UP Address upon Each Network Access	Family 1
DE775411	Apparatus and Method for Providing Remote Users with the Same Unique UP Address upon Each Network Access	Family 1
UK775411	Apparatus and Method for Providing Remote Users with the Same Unique UP Address upon Each Network Access	Family 1
US5598536A	Apparatus and Method for Providing Remote Users with the Same Unique IP Address upon Each Network Access	Family 1
CA2223434C	Remote Access Apparatus and Method Which Allow Dynamic Internet Protocol (IP) Address Management	Family 2
CA2627026A1	Remote Control of Device by Telephone or Other Communication Devices	Family 3
EP1989866A2 (06817338.4)	Remote Control of Device by Telephone or Other Communication Devices	Family 3
US7406696B2	System and Method for Providing User Information to Multiple Independent, Concurrent Applications	Family 3
US7885272B2	Remote Control of Device by Telephone or Other Communication Devices	Family 3
US8286190B2	System and Method for Providing User Input Information to Multiple Independent Concurrent Applications	Family 3

E-Commerce Cluster


Patent Number	Title	Family
US6047327A	System for Distributing Electronic Information to a Targeted Group of Users	Family 1

US20110209047A1	System and Method to Permit Language Independence for Web Interfaces	Family 2

US2958442B2	System and Method to Permit Language Independence for Web Interfaces	Family 2

Network Access Cluster


Patent Number	Title	Family
US5815669A	Method of Routing a Data Transmission	Family 1

US6023470A	Point of Presence (PoP) for Digital Facsimile Network with Virtual Pops Used to Communicate with Other Networks	Family 2

US6393515B1	Multi-Stream Associative Memory Architecture for Computer Telephony	Family 3

US6034965A	Multi-Stream Associative Memory Architecture for Computer Telephony	Family 3

US6141329A	Dual-Channel Real-Time Communication	Family 4

US6631132B1	Urgent Packet Transmission	Family 5

US6219395B1	Phase Alignment of Frames in Computer Telephony Busses	Family 6

US6515985B2	Convergence of Telephone Signaling, Voice and Data over A Packet-Switched Network	Family 7

TW529263B (NI-190314)	Convergence of Telephone Signaling, Voice and Data over A Packet-Switched Network	Family 7

EP1124387A2	Convergence of Telephone Signaling, Voice and Data over A Packet-Switched Network	Family 7

CA2334472C	Convergence of Telephone Signaling, Voice and Data over A Packet-Switched Network	Family 7

Singapore 90,926	Convergence of Telephone Signaling, Voice and Data over A Packet-Switched Network	Family 7

US6278995B1	Apparatus and Method for Providing a Binary Range Tree Search	Family 8

US6295532B1	Apparatus and Method for Classifying Information Received by a Communications System	Family 9

US7310342B2	Auto ATM-VC Detection for ATM Network Access Devices	Family 10

US6378017B1	Processor Interconnection	Family 11

US6952407B2	Minimizing Latency with Content-Based Adaptive Buffering	Family 12

Teleconferencing


Patent Number	Title	Family
US6226303B1	DTMF tone detection and suppression with application to computer telephony over packet switched networks	Family 1

US6396851B1	DTMF tone detection and suppression with application to computer telephony over packet switched networks	Family 1

US6343086B1	Global packet-switched computer network telephony server	Family 2

US7155385B2	Automatic gain control for adjusting gain during non- speech portions	Family 3

US6757259B1	Control of internet based video conferencing	Family 4

US7417982B2	Hybrid switching architecture having dynamically assigned switching models for converged services platform	Family 5

US7113580B1	Method and apparatus for performing conferencing services and echo suppression	Family 6

US6920143B1	Computer telephony system using multiple hardware platforms to provide telephone services	Family 7

US7149287B1	Universal voice browser framework	Family 8

Unified Messaging Cluster


Patent Number	Title	Family
US5459781A	Selectively activated dual tone multi-frequency detector	Family 1

US5825854A	Telephone access system for accessing a computer through a telephone handset	Family 2

US6542584B1	Digital telephone system with automatic voice mail redirection	Family 3

US6438224B1	Tone detection	Family 4

US7298830B2	Telephone and wireless access to computer network-based audio	Family 5

US7174006B2	Method and system of VoiceXML interpreting	Family 6

US6829335B2	Call handling for multiple users of an automated attendant	Family 7

US7095827B2	Broadcasting and conferencing in a distributed environment	Family 8

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CONSENT TO CREDIT AGREEMENT

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