Newest Mezzaninie Lp Sample Contracts

Exhibit 2 WARRANT AGREEMENT
Warrant Agreement • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec • Colorado
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Exhibit 9 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby (i) agrees to the joint filing with all other Reporting Persons (as such term is defined the...
Joint Filing Agreement • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby (i) agrees to the joint filing with all other Reporting Persons (as such term is defined the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, no par value, of ACT Teleconferencing, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. In witness whereof, the undersigned hereby execute this Agreement as of the 21st day of May, 2003.

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Exhibit 5 PLEDGE AGREEMENT
Exhibit 5 Pledge Agreement • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec • Colorado
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Exhibit 7
Creditline Agreement • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec • Iowa
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Fifth Waiver • February 27th, 2004 • Newest Mezzaninie Lp • Communications services, nec • Colorado

Execution Version FIFTH WAIVER This Fifth Waiver (“Waiver”) is effective as of February 20, 2004 and relates to the Warrant Agreement dated as of May 12, 2003 (the Warrant 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”) and ACT Teleconferencing, Inc. (“Holdings”), as amended. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement dated as of May 12, 2003 among NewWest, KCEP, Convergent, the Trust, Holdings and certain subsidiaries of Holdings (the “Note Agreement”). Recitals Holdings has requested that the Purchaser agree to certain amendments and waivers under the Warrant Agreement, subject to the terms and conditions set forth in this Waiver, and the Purchaser has agreed to such amendments and waivers, on the terms and conditions set forth herein. NOW, THEREF

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Consent, Waiver and Forbearance Agreement • January 22nd, 2004 • Newest Mezzaninie Lp • Communications services, nec • Colorado

FOURTH AMENDMENT CONSENT, WAIVER AND FORBEARANCE AGREEMENT This Fourth Amendment, Consent, Waiver and Forbearance Agreement (“Amendment”) is effective as of January 8, 2004 and relates to (i) 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), as amended, and (ii) the Warrant Agreement dated as of May 12, 2003 (the Warrant Agreement”) among NewWest, KCEP, Convergent, the Trust and Holdings, as amended. 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 Pur

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DEBENTURE *****************
Newest Mezzaninie Lp • May 22nd, 2003 • Communications services, nec
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Consent And • January 22nd, 2004 • Newest Mezzaninie Lp • Communications services, nec • Colorado

FIRST AMENDMENT, CONSENT AND WAIVER This First Amendment, Consent and Waiver (“Waiver”) is effective as of May 12, 2003 and relates to (i) 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”), ACT Teleconferencing, Inc. (“Holdings”), ACT Teleconferencing Services, Inc. (the “Services”) and certain Co-Borrowers listed on the signature page of this Waiver (the “Co-Borrowers), and (ii) the Warrant Agreement dated as of May 12, 2003 (the “Warrant Agreement”) among NewWest, KCEP, Convergent, the Trust, Holdings, Services, and certain Principals set forth on the signature page of this Waiver (the “Principals”). 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 t

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Exhibit 1
Note Agreement • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec • Colorado
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Third • January 22nd, 2004 • Newest Mezzaninie Lp • Communications services, nec • Colorado

THIRD AMENDMENT This Third Amendment (“Amendment”) is executed as of October 23, 2003 and is effective as of May 12, 2003 and relates to the Warrant Agreement dated as of May 12, 2003, as amended effective May 12, 2003 (the “Warrant 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 Principals set forth on the signature page of this Amendment (the “Principals”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement dated as of May 12, 2003, as amended, among Holdings, Services, NewWest, KCEP, Convergent, the Trust and certain co-borrowers (the “Note Agreement”). Recitals Holdings has requested that the Purchaser amend the Warrant Agreement, subject to the te

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Exhibit 3 SECURITY AGREEMENT
Exhibit 3 Security Agreement • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec • Colorado
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Consent And • January 22nd, 2004 • Newest Mezzaninie Lp • Communications services, nec • Colorado

SECOND AMENDMENT, CONSENT AND WAIVER This Second Amendment, Consent and Waiver (“Amendment”) is effective as of August 14, 2003 and 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”), 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), as amended pursuant to the First Amendment, Consent and Wavier dated as of May 12, 2003 among the parties. 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 waive certain Events of Default under the Note Agreement, subject to the terms and conditions set forth herei

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Exhibit 4 GUARANTEE
4 Guarantee • May 22nd, 2003 • Newest Mezzaninie Lp • Communications services, nec • Colorado
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