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Consent Under Loan And Security Agreement

This is an actual contract by ACT Teleconferencing.

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Sectors: Telecommunications
Governing Law: Colorado , View Colorado State Laws
Effective Date: October 31, 2005
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Exhibit 10.6


CONSENT

UNDER

LOAN AND SECURITY AGREEMENT


This CONSENT under Loan and Security Agreement (this " Consent" ) is entered into as of the 31 st day of October, 2005, by and among Silicon Valley Bank (" Bank" or " Silicon" ) and each of the following named corporations: ACT Teleconferencing, Inc., ACT Teleconferencing Services, Inc., ACT Videoconferencing, Inc., ACT Proximity, Inc., and ACT Research, Inc. (collectively and jointly and severally, the " Borrowers" and separately, a " Borrower" ), with ACT Teleconferencing, Inc., whose chief executive office is located at 1526 Cole Boulevard, Suite 300, Golden, CO 80401, acting as the Borrowers' agent.


RECITALS

A. Bank and Borrowers have entered into that certain Loan and Security Agreement dated as of November 12, 2004 (as the same has been amended and as the same may from time to time be further amended, modified, supplemented or restated, the " Loan Agreement" ). Bank has extended credit to Borrowers for the purposes permitted in the Loan Agreement.


B. Borrowers entered into certain agreements with Dolphin Direct Equity Partners, LP, a Delaware limited partnership (" Dolphin" ), providing for the sales of up to $16,000,000 of preferred stock of ACT Teleconferencing, Inc. in two tranches, with the first in the amount of $8,000,000 which has been completed and the second in the remaining amount to be completed through a public rights offering to existing shareholders of ACT Teleconferencing, Inc., with Dolphin funding any shortfall. Pending completion of the second tranche, Dolphin is prepared to lend Borrowers up to $7,000,000 (the " Bridge Loan" ) secured by a junior lien on Borrowers' assets and subordinated to Bank (collectively, the " Transaction" ). In connection with this Transaction, Borrowers plan to use of the proceeds of this Bridge Loan to repay the remaining existing Subordinated Debt and the proceeds of the second tranche to repay the Bridge Loan. Borrowers have requested that Bank consent to the Transaction and the payments or prepayments of Subordinated Debt and the borrowing of the Bridge Loan on a secured, subordinated basis before the closing of the second tranche.

C. Borrowers again acknowledge that events of default occurred under the Loan Agreement (collectively, the " Existing Defaults" ) and that Borrowers continue to be in default of the Loan Agreement as a result of Borrowers' previous failure to comply with Section 5.3 (Schedule Section 6, subsections 5, 6 and 8) and Section 5
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