BETWEENAsset Purchase Agreement • May 17th, 2001 • Comdial Corp • Telephone & telegraph apparatus • Georgia
EXHIBIT C EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 18, 2002, by and between Comdial Corporation (the "Company"), a Delaware corporation, having offices at 106 Cattlemen Road, Sarasota, Florida 34232 and Travis...Employment Agreement • December 6th, 2002 • Comdial Corp • Telephone & telegraph apparatus • Florida
EXHIBIT 10.29Registration Rights Agreement • April 1st, 2002 • Comdial Corp • Telephone & telegraph apparatus • Virginia
WITNESSETH:Employment Agreement • July 5th, 2002 • Comdial Corp • Telephone & telegraph apparatus • Florida
STRATEGIC ALLIANCE AGREEMENT AMONG ARRAY TELECOM CORPORATION, EPHONE TELECOM, INC. AND COMDIAL CORPORATIONStrategic Alliance Agreement • August 31st, 2000 • Comdial Corp • Telephone & telegraph apparatus • Virginia
Exhibit 10.27 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "First Amendment") is dated as of this 6th day of March, 2002, by and between COMDIAL CORPORATION (the...Credit Agreement • April 1st, 2002 • Comdial Corp • Telephone & telegraph apparatus • Virginia
EXHIBIT 4.9 THE RIGHTS OF THE SECURED PARTY AND THE INVESTORS UNDER THIS SECURITY AGREEMENT SHALL BE SUBORDINATED TO THE EXTENT AND IN THE MANNER PROVIDED IN THAT CERTAIN SUBORDINATION AGREEMENT BETWEEN THE SECURED PARTY AND _____________ AND/OR ANY...General Security Agreement • October 2nd, 2002 • Comdial Corp • Telephone & telegraph apparatus • New York
AGREEMENT OF SALE AND PURCHASE THIS AGREEMENT OF SALE AND PURCHASE is made this 9th day of March, 2001, between COMDIAL BUSINESS COMMUNICATIONS CORPORATION, a Delaware corporation, having an address at 1180 Seminole Trail, Charlottesville, Virginia...Agreement of Sale and Purchase • March 26th, 2001 • Comdial Corp • Telephone & telegraph apparatus • Virginia
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 22, 2000, by and between COMDIAL CORPORATIONCredit Agreement • April 20th, 2001 • Comdial Corp • Telephone & telegraph apparatus • Virginia
WITNESSETH:Employment Agreement • July 2nd, 2002 • Comdial Corp • Telephone & telegraph apparatus • Florida
EXHIBIT 10.2 ASSET PURCHASE AGREEMENT BETWEEN ARRAY TELECOM INC. ARRAY SYSTEMS COMPUTING INC. AND ARRAY TELECOM ACQUISITION CORPORATION COMDIAL CORPORATIONAsset Purchase Agreement • August 10th, 1998 • Comdial Corp • Telephone & telegraph apparatus • Ontario
PREFERRED STOCKPreferred Stock Investment Agreement • April 1st, 2002 • Comdial Corp • Telephone & telegraph apparatus • Virginia
DEED OF LEASEDeed of Lease • March 26th, 2001 • Comdial Corp • Telephone & telegraph apparatus • Virginia
ARTICLE ILoan and Security Agreement • August 10th, 1998 • Comdial Corp • Telephone & telegraph apparatus • North Carolina
Stock Purchase Agreement Stock Purchase Agreement (the "Agreement"), dated as of March 5, 1996, among Comdial Corporation, a Delaware corporation ("Buyer"); Nick Branica ("Branica"); and Eoin Heaney ("Heaney"). Branica and Heaney are sometimes...Employment Agreement • March 25th, 1996 • Comdial Corp • Telephone & telegraph apparatus • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2002 • Comdial Corp • Telephone & telegraph apparatus
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Comdial Corporation, and hereby affirm that this Amendment No. 2 to the Schedule 13D is being filed on behalf of each of the undersigned.
Exhibit 2 COMDIAL CORPORATION PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (this "Subscription Agreement") made as of this 27th day of September, 2002 between Comdial Corporation, a corporation organized under the laws of the State of Delaware with...Private Placement Subscription Agreement • November 13th, 2002 • Comdial Corp • Telephone & telegraph apparatus • New York
EXHIBIT 1 COMDIAL CORPORATION BRIDGE SUBSCRIPTION AGREEMENT (this "Subscription Agreement") made as of this 9th day of September, 2002 between Comdial Corporation, a corporation organized under the laws of the State of Delaware with offices at 106...Bridge Subscription Agreement • October 10th, 2002 • Comdial Corp • Telephone & telegraph apparatus • New York
Exhibit 10.2 PATENT LICENSE AGREEMENTPatent License Agreement • August 31st, 2000 • Comdial Corp • Telephone & telegraph apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of this day of December 2003, is entered into by and between Comdial Corporation (the “Company”), a Delaware corporation, having offices at 106 Cattlemen Road, Sarasota, Florida 34232 and Neil P. Lichtman, a citizen of the United States who resides at 30981 Via Errecarte, San Juan Capistrano, CA 92675 (the “Executive”).
SPANLINK COMMUNICATIONS, INC. BUYER AND AURORA SYSTEMS, INC. SELLERFastcall Purchase Agreement • March 25th, 1998 • Comdial Corp • Telephone & telegraph apparatus • Minnesota
COMDIAL CORPORATION TERM LOAN NOTEComdial Corp • April 18th, 2005 • Telephone & telegraph apparatus
FOR VALUE RECEIVED, [REDACTED], a [REDACTED] corporation (the “Borrower”) promises to pay to the order of COMDIAL CORPORATION, maintaining an office at 106 Cattlemen Road, Sarasota, Florida 34232 (“Lender”) or at such other office or at such other place as Lender may designate in writing, the principal sum of Eight Hundred Thousand Dollars ($800,000.00), in lawful money of the United States of America, together with interest from the date hereof at the rates specified below, payable as more fully provided below.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 18th, 2005 • Comdial Corp • Telephone & telegraph apparatus
This Loan Modification Agreement is entered into as of November , 2004, by and between COMDIAL CORPORATION, a Delaware corporation (“Borrower”), whose address is 106 Cattlemen Road, Sarasota, Florida 34232 and SILICON VALLEY BANK (“Bank”) whose address is 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office at 3353 Peachtree Road, NE, North Tower, Suite M-10, Atlanta, Georgia 30326.
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 1998 • Comdial Corp • Telephone & telegraph apparatus • North Carolina
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Florida
THIS FIRST AMENDMENT (the “Amendment”) to the Executive Employment Agreement dated December 24, 2003 (the “Employment Agreement”) shall become effective as of March , 2004 (the “Amendment Effective Date”) by and between Neil P. Lichtman, who resides at 30981 Via Errecarte, San Juan Capistrano, CA 92675 (the “Executive”), and Comdial Corporation, a Delaware corporation having offices at 106 Cattlemen Road, Sarasota, Florida 34232 (the “Company”). Capitalized terms used in this Amendment shall have the same meanings set forth in the Employment Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • April 18th, 2005 • Comdial Corp • Telephone & telegraph apparatus
THIS SUBORDINATION AGREEMENT (“Agreement”) is entered into as of the 30th day of September, 2004, by and among [REDACTED] CORPORATION, a [REDACTED] corporation (the “Borrower”); COMDIAL CORPORATION (the “Creditor”); and AFFINITY BANK OF [REDACTED] (the “Bank”).
Agreement and Plan of Merger Among Comdial Corporation (a Delaware corporation), Aurora Acquisition Corporation (a Delaware corporation), Aurora Systems, Inc. (a Delaware corporation), Paul M. Gasparro and Maryann P. Walsh February 14, 1996 Agreement...Employment Agreement • March 25th, 1996 • Comdial Corp • Telephone & telegraph apparatus • Delaware
COMDIAL CORPORATION BRIDGE SUBSCRIPTION AGREEMENT (this "Subscription Agreement") made as of this 20th day of June, 2002 between Comdial Corporation, a corporation organized under the laws of the State of Delaware with offices at 106 Cattlemen Road,...Comdial Corporation • July 2nd, 2002 • Comdial Corp • Telephone & telegraph apparatus • New York
COMDIAL CORPORATIONBridge Financing Subscription Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • New York
BRIDGE FINANCING SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of this day of February 2004 between Comdial Corporation, a corporation organized under the laws of the State of Delaware with offices at 106 Cattlemen Road, Sarasota, Florida 34232 (the “Company”), and the undersigned (the “Subscriber”).
Attachment A Definitions Attachment B Statement of Work, dated as of February 21, 1997, approved by both Seller and Buyer Attachment C Estimated Product Requirements and Product Pricing Attachment D Form of Purchase Order Attachment E Form of Seller's...Development and Purchasing Agreement • March 25th, 1998 • Comdial Corp • Telephone & telegraph apparatus • Virginia
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • April 18th, 2005 • Comdial Corp • Telephone & telegraph apparatus
This Second Loan Modification Agreement is entered into as of November , 2004, by and between COMDIAL CORPORATION, a Delaware corporation (“Borrower”), whose address is 106 Cattlemen Road, Sarasota, Florida 34232 and SILICON VALLEY BANK (“Bank”) whose address is 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office at 3353 Peachtree Road, NE, North Tower, Suite M-10, Atlanta, Georgia 30326.
AMENDMENT NO. 4 EXHIBIT 10.2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 1997 • Comdial Corp • Telephone & telegraph apparatus • North Carolina
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date], by and between Comdial Corporation, a Delaware corporation (the “Company”), and [name], its [title] (the “Indemnitee”).
Loan and Security AgreementSecurity Agreement • April 18th, 2005 • Comdial Corp • Telephone & telegraph apparatus • Georgia
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 3353 Peachtree Road, NE, Suite M-10, Atlanta, Georgia 30326 and the borrower named above (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
Exhibit 10.1 STRATEGIC ALLIANCE AGREEMENT AMONG ARRAY TELECOM CORPORATION, EPHONE TELECOM, INC. AND COMDIAL CORPORATIO This Strategic Alliance Agreement (the "Agreement") is made as of March 31, 2000, between ARRAY TELECOM CORPORATION, a corporation...Strategic Alliance Agreement • May 17th, 2000 • Comdial Corp • Telephone & telegraph apparatus • Virginia
