Borrower Uses in Reaffirmation of Financing Documents Clause

Reaffirmation of Financing Documents from Forbearance Agreement

This Ninth Waiver, Amendment and Forbearance Agreement (Amendment) is effective as of November 12, 2004 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) (collectively, the Purchaser) and ACT Teleconferencing, Inc. (Holdings) and certain subsidiaries of Holdings, as amended. Other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.

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 Purchasers 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.

Reaffirmation of Financing Documents from 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.

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 Purchasers 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. Borrower confirms that, in accordance with Section 8.3 of the Note Agreement, Borrower will promptly reimburse the Purchaser for all reasonable expenses relating to this Amendment.

Reaffirmation of Financing Documents from First Amendment

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.

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 Waiver. All covenants, representations and warranties of Holdings and Borrower in this Waiver shall survive the closing and delivery of this Waiver. The Events of Default specified in the Note Agreement shall continue to be the events of default under the Note. The Purchasers 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. Borrower confirms that, in accordance with Section 8.3 of the Note Agreement, Borrower will promptly reimburse the Purchaser for all reasonable expenses relating to this Waiver.

Reaffirmation of Financing Documents from 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).

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 Services 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, and Purchaser is not, by executing this Amendment, waiving any existing or future Event of Default or default under any Financing Document. The Purchasers 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. Holdings and Services confirm that, in accordance with Section 8.3 of the Note Agreement, Borrower will promptly reimburse the Purchaser for all reasonable expenses relating to this Amendment.