Exhibit 10.10.1
SEVENTH
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.
Recitals
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) they have full power and authority to
consummate this Amendment and the execution and delivery by
Holdings and Borrower of this Amendment have been duly and properly
made and authorized, (ii) this Amendment and the Financing
Documents to which Holdings and Borrower are a party each
constitutes a valid and binding obligation of Holdings and
Borrower, enforceable against Holdings and Borrower in accordance
with its respective terms, (iii) the execution and delivery of
this Amendment will not violate any provisions of any law or any
order of any court or governmental authority or agency and will not
conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute a default under
Holdings’ and Borrower’s articles of incorporation or
bylaws or any indenture or other agreement or instrument to which
Holdings or Borrower is a party or by which they may be bound or
result in
