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Thirteenth 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: June 22, 2005
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Exhibit 10.2


This Thirteenth Waiver, Amendment and Forbearance Agreement dated as of June 22, 2005 (" Amendment" ) relates to the Note Agreement dated as of May 12, 2003 (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" ) (collectively, the " Purchaser" ), and ACT Teleconferencing, Inc. (" Holdings" ) and certain subsidiaries of Holdings, as amended, and the Warrant Agreement dated as of May 12, 2003 (the " Warrant Agreement" ) among Purchaser and Holdings, as amended. Other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.


Holdings has received a proposal from Dolphin Direct Equity Partners, LP (" Dolphin" ) for up to $16,000,000 in financing through the sale of preferred stock to Dolphin and others (the " Dolphin Investment" ), a condition to the execution of the definitive documents relating to which is to obtain consent to certain terms of the investment from Holdings' principal creditors, including the Purchaser; this Amendment sets forth the terms of such consent.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein, the parties agree as follows:

1. Dolphin Investment . The Dolphin Investment is contingent upon shareholder approval. Holdings agrees to use its best efforts to obtain such approval and to arrange a special shareholders meeting at the earliest feasible date for such purpose. Subject to Section 4(d) below, the Company is to receive at least $8,000,000 in gross proceeds, before fees, expenses and other costs from the initial sale of preferred stock to Dolphin and/or its affiliates upon receipt of shareholder approval (the " First Closing" ). Upon receipt of proceeds from the first $8,000,000 of gross proceeds received at the First Closing, Holdings shall promptly disburse $5,000,000 of said proceeds to creditors, to be allocated among the Purchaser, David Holden (" Holden" ), Robert Kaphan (" Kaphan" ), Richard Parlato (" Parlato" ), and Equitas, L.P. (" Equitas" ), proratably according to (a) Purchaser' s principal balance of $7,308,000 (" Purchaser' s Principal Balance" ) and (b) the Adjusted Principal Balance of each of the other creditors, as defined in Section 2 below. Upon receipt in excess of $8,000,000 of gross proceeds at the First Closing, Holdings shall promptly pay the net proceeds from such excess to the creditors, proratably in the proportions provided above. Upon completion of a registered rights offering to be conducted immediately following the First Closing (the " Second Closing" ), Holdings shall promptly pay the net proceeds from the Second Closing, pro rata in the proportions provided above with respect to the First Closing until the remaining balance then due Purchaser and the remainder of the Adjusted Principal Balance due each of the other creditors have been paid in full. All payments pursuant to this Section 1 shall by applied by Purchaser in accordance with the provisions of the Note Agreement. Interest shall continue to accrue and be paid by Holdings on Purchaser' s Principal Balance (reflecting any reductions in such balance) until fully paid.

2. Royalty Amendment and Waiver . In addition to Holdings' obligations to pay the Purchaser' s Principal Balance, a royalty of $939,500 has accrued to Purchaser under the Note Agreement. Subject to and conditioned upon the receipt of the repayment at the First Closing described above and upon Holdings obtaining the discounts described below, Purchaser (i) agrees to waive $470,000 of such royalty amounts in consideration of the allocation of proceeds from the First Closing, as described in Section 1 above and (ii) waives any claim to royalties in addition to the $939,500 previously accrued that may accrue under the Note Agreement. The amount to be waived, $470,000, is 5.7% of the total amount due Purchaser. Holdings has agreed to obtain a discount of 5.7% of the principal balance due (the " Adjusted Principal Balance" ) from each of Holden, Kaphan, Parlato, and Equitas. At the First Closing, Holdings will execute and deliver promissory notes payable to each of NewWest, KCEP, Convergent, and the Trust for their respective prorated portion of said $470,000 in accordance with each of said party' s percentage of the total due under the Note Agreement. Each promissory note, in the form attached as Exhibit A, will be payable in a lump sum on the due date of December 31, 2006, and will be non-interest bearing and unsecured.

3. Warrants Cancelled . Subject to and conditioned upon the receipt of the repayment at the First Closing described above and upon Holdings obtaining the discounts described below, NewWest, KCEP, Convergent, and the Trust each waive and agree, without the payment of any additional consideration, to the cancellation of the Warrant Agreement and all outstanding Warrants to purchase common stock of Holdings granted to each of said parties prior to June 20, 2005, which Warrants shall be null and void ab initio .

4. Twelfth Wa
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