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Seventh Waiver, Amendment And Forbearance Agreement

This is an actual contract by ACT Teleconferencing.

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Sectors: Telecommunications
Governing Law: Colorado , View Colorado State Laws
Effective Date: May 14, 2004
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Exhibit 10.10.1


AMENDMENT AGREEMENT This Seventh Amendment (" Amendment" ) is effective as of May 14, 2004 and relates to the Note Agreement dated as of May 12, 2003, as amended (the " Note Agreement" ) among NewWest Mezzanine Fund, LP (" NewWest" ), KCEP Ventures II, L.P. (" KCEP" ), Convergent Capital Partners I, L.P. (" Convergent" ), James F. Seifert Management Trust dated October 8, 1992 (the " Trust" ), ACT Teleconferencing, Inc. (" Holdings" ), ACT Teleconferencing Services, Inc. (the " Services" ) and certain Co-Borrowers listed on the signature page of this Amendment (the " Co-Borrowers). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.


Holdings and Services have requested that the Purchaser make certain amendments in the covenants contained in the Note Agreement and, subject to the terms and conditions set forth in this Amendment, the Purchaser has agreed to such amendments under the Note Agreement, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter stated, the parties hereby agree as follows:

1. Amendments . Item 2 of the Financial Covenants Schedule (Debt Service Coverage Ratio) is amended to add the following sentence:

" Notwithstanding the foregoing, for the calendar quarter ending June 30, 2004, Holdings shall not permit its Debt Service Coverage Ratio, as determined on a rolling four (4) calendar quarter basis, to be less than 0.48:1, and for the calendar quarter ending September 30, 2004, Holdings shall not permit its Debt Service Coverage Ratio, as determined on a rolling four (4) calendar quarter basis, to be less than 1.34:1."

2. Conditions to Effectiveness . The effectiveness of this Amendment is expressly conditioned upon Holdings and Borrower delivering to the Purchaser all of the following, all in form and substance acceptable to the Purchaser: (a) this Amendment duly executed by Holdings, Services, the Co-Borrowers and the Principals; and (b) evidence satisfactory to the Purchaser that all events of default under any other promissory notes or loan agreements have been waived and such waivers are in full force and effect. 3. Reaffirmation of Financing Documents . All terms, conditions and provisions of the Note Agreement and the other Financing Documents are hereby reaffirmed and continued in full force and effect and shall remain unaffected and unchanged, except as specifically amended by this Amendment. All covenants, representations and warranties of Holdings and Borrower in this Amendment shall survive the closing and delivery of this Amendment. The Events of Default specified in the Note Agreement shall continue to be the events of default under the Note. The Purchaser' s remedies with respect to the

occurrence of an Event of Default shall continue to be as set forth in the Note Agreement and in the Financing Documents. 4. Representations and Warranties . Holdings and Borrower represent and warrant to the Purchaser that (i) th
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