Seventh Extension Agreement
Exhibit 10.2
This Seventh Extension Agreement is dated as of September 29, 2005 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 initially scheduled to expire on July 24, 2004, and has been
successively extended through September 30, 2005;
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, 2005 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, 2005 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 Seventh 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 Seventh 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:
|
/s/ Xxxxxxxx X. Xxxxxx | By: | /s/ Xxxxx Xxxxx | |||||||
Name:
|
Xxxxxxxx X. Xxxxxx | Name: | Xxxxx Xxxxx | |||||||
Title:
|
Assistant Secretary | Title: | Sr. V.P., Operations | |||||||
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