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Exhibit 10.01    
  


SECOND AMENDMENT  


        THIS SECOND AMENDMENT ("Amendment"), dated as of September 26, 2002 (the "Amendment Date"), is made between (i) INTRADO INC., INTRADO
COMMUNICATIONS INC. and INTRADO COMMUNICATIONS OF VIRGINIA, INC. (individually and collectively, "Borrower"); and (ii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender"); 


W I T N E S S E T H:  


        WHEREAS, pursuant to a certain Loan and Security Agreement, dated as of July 31, 2001, made between Borrower and Lender (hereinafter, as amended hereby,
called the "Loan Agreement"), Lender agreed to extend credit to Borrower in accordance with, and subject to, the terms and conditions therein contained; and 


        WHEREAS,
Borrower has requested that Lender (a) make a term loan in the amount of Three Million Dollars ($3,000,000) to Borrower under the Loan Agreement and (b) increase
the "Maximum Amount" (as that term is defined in the Loan Agreement) of the revolving credit facility made available by Lender to Borrower under the Loan Agreement from Fifteen Million Dollars
($15,000,000) to Twenty Million Dollars ($20,000,000); and 


        WHEREAS,
subject to the terms and conditions hereof, Lender is willing to make such accommodations to Borrower; 



        NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which
are hereby mutually acknowledged, Borrower and Lender agree to amend the Loan Agreement as follows: 


        1.    Incorporation
of Definitions. Capitalized terms used hereinbelow, but not expressly redefined hereinbelow, shall have the meanings given to such terms in the Loan
Agreement, as amended hereby. 


        2.    Amendment
to Section 1.1 of the Loan Agreement. Section 1.1 of the Loan Agreement is hereby amended by adding therein the following subsection (f): 



        (f)    Term
Loan. Effective upon satisfaction of the conditions precedent specified in Section 7 of the Second Amendment and the conditions to Loans specified in
Sections 2.2(a), (b) and (c), Lender shall make a term loan to Borrower in the principal amount of Three Million Dollars ($3,000,000) ("Term Loan"). Notwithstanding anything to the
contrary set forth in Section 1.3 of the Credit Agreement, the proceeds of the Term Loan will be used by Borrower to finance the purchase of certain hardware and software relating to Borrower's
expanded Phase II wireless product offering. The Term Loan shall be evidenced by, and be repayable in accordance with the terms of, a certain Term Note, dated as of even date herewith, in the
principal amount of Three Million Dollars ($3,000,000) ("Term Note"), made by Borrower in favor of Lender. The principal amount of the Term Note shall be repaid in consecutive monthly principal
installments in the amount of Eighty Three Thousand Three Hundred Thirty-Three Dollars ($83,333), due and payable on the first day of each month, commencing on November 1, 2002 and continuing
on the first day of each month thereafter through October 1, 2005 on which date the outstanding principal balance of the Term Note shall be due and payable in full. Interest on the Term
Loan shall be payable in the manner provided in Section 1.5. 






 

        3.    Amendments
to Section 1.5 of the Loan Agreement. 



        (a)  Section 1.5
of the Loan Agreement is hereby amended by deleting subsection (a) thereof in its entirety and substituting in lieu thereof the following
revised subsection (a): 


        (a)  Borrower
shall pay interest to Lender on the aggregate outstanding Revolving Credit Advances at a floating rate equal to the Index Rate plus one and one-half
percent (1.5%) per annum (the "Revolving Credit Rate"). Borrower shall pay interest to Lender on the outstanding principal amount of the Term
Loan at a floating rate equal to the Index Rate plus one and one-half percent (1.5%) per annum (the "Term Loan Rate"). All computations of interest, and all calculations of the Letter of
Credit Fee, shall be made by Lender on the basis of a three hundred and sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest
or fee is payable. Each determination by Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. In no event will Lender charge interest at a rate
that exceeds the highest rate of interest permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. 


        (b)  Section 1.5
of the Loan Agreement is hereby further amended by adding the following sentence to subsection (b) thereof: 



Interest
shall be payable on the outstanding principal balance of the Term Loan (i) in arrears for the preceding calendar month on the first day of each calendar month, (ii) on the
maturity date of the Term Loan, and (iii) if any interest accrues or remains payable after the maturity date of the Term Loan, upon demand by Lender. 




        (c)  Section 1.5
of the Loan Agreement is hereby further amended by inserting immediately after the words "the Revolving Credit Rate" in subsection (c) thereof
a comma followed by the words "the Term Loan Rate". 




        4.    Amendments
to Defined Terms. The definitions set forth on Schedule A to the Loan Agreement are hereby amended in the following respects: 



        (a)  The
following definitions are hereby added to Section A: 



"Second
Amendment" shall mean the Second Amendment to Loan and Security Agreement, dated as of September 26, 2002, between Borrower and Lender. 


"Term
Loan" shall have the meaning assigned to it in Section 1.1(f). 


"Term
Loan Rate" shall have the meaning assigned to it in Section 1.5(a). 


"Term
Note" shall have the meaning assigned to it in Section 1.1(f). 




        (b)  The
definition of "Loans" set forth on Schedule A is hereby deleted in its entirety and the following revised definition of "Loans" is hereby substituted in lieu
thereof: 



"Loans"
shall mean, collectively, (a) the Revolving Credit Loan including the Letter of Credit Obligations and (b) the Term Loan. "Loan" shall mean either of such loans, as the context
shall require. 




        (c)  The
definition of "Maximum Amount" set forth on Schedule A to the Loan Agreement is hereby deleted in its entirety and the following revised definition of
"Maximum Amount" is hereby substituted in lieu thereof: 



"Maximum
Amount" shall mean Twenty Million Dollars ($20,000,000). 




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        (d)  The
definition of "Notes" set forth on Schedule A is hereby deleted in its entirety and the following revised definition of "Notes" is hereby substituted in lieu
thereof: 



"Notes"
shall mean, collectively, the Revolving Credit Note and the Term Note. "Note" shall mean either of such notes, as the context shall require. 





        5.    Conditions
Precedent. The amendments set forth herein shall not become effective unless and until (a) Borrower shall have executed and delivered to Lender
(i) a replacement Revolving Credit Note in the form of Exhibit A to this Amendment which from and after the date of this amendment shall be the Revolving Credit Note for
all purposes of the Loan Agreement and (ii) a Term Note in the form of Exhibit B to this Amendment, and (b) Borrower shall have delivered to Lender resolutions of its board of
directors, certified by the Secretary or an assistant Secretary of Borrower to be true, correct and complete authorizing Borrower's execution and delivery of, and performance under this Amendment. 


        6.    Effect
of Amendment. This Amendment shall become effective as of the date of satisfaction of the conditions precedent set forth in Section 7 hereof. Except as set
forth expressly herein, all terms of the Loan Agreement, as amended hereby, and the Loan Documents, shall be and remain in full force and effect and shall constitute the legal, valid, binding and
enforceable obligations of Borrower to Lender. To the extent any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Loan
Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms and conditions of the Loan Agreement as modified and
amended hereby. In any event, this Amendment
and the documents executed in connection therewith shall not, individually or collectively, constitute in any way a novation. 


        7.    Inducement
Representations. To induce Lender to enter into this Amendment, Borrower hereby (a) restates and renews each and every representation and warranty
heretofore made by it under, or in connection with the execution and delivery of, the Loan Agreement; (b) restates, ratifies and reaffirms each and every term and condition set forth in the
Loan Agreement, as amended hereby, and in the Loan Documents, effective as of the date hereof; (c) certifies that, as of the date hereof, after giving effect hereto, no Event of Default or
Default exists; (d) acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in its favor as against Lender with respect to the
payment or performance of its Obligations; and (e) releases Lender from any and all liability for any action taken (or omitted to be taken) by Lender in connection with the Loan Agreement or
pursuant thereto through the date of this Amendment. 


        8.    Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles thereof
regarding conflicts of laws. 


        9.    Costs
and Expenses. Borrower agrees to pay upon request all costs and expenses of Lender in connection with the preparation, execution, delivery and enforcement of this
Amendment and all other Loan Documents executed in connection herewith, the closing hereof, and any other transactions contemplated hereby, including the reasonable fees and
out-of-pocket expenses of Lender's legal counsel. 


        10.  Entire
Agreement. This Amendment constitutes the entire agreement between Borrower and Lender relative to the subject matter hereof, and supersedes and replaces any
understanding or agreement, oral or written, in conflict therewith. 


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        IN
WITNESS WHEREOF, Borrower and Lender have set their hands, effective as of the Amendment Date. 



	

 	
 	
"BORROWER"
	

 	
 	
INTRADO INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Chief Financial Officer and Treasurer
	

 	
 	
INTRADO COMMUNICATIONS INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Treasurer
	

 	
 	
INTRADO COMMUNICATIONS OF VIRGINIA INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Treasurer
	

 	
 	
"LENDER"
	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION
	

 	
 	

By:	
 	

 Name:

Title:




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EXHIBIT A

REVOLVING CREDIT NOTE  



	$20,000,000	 	September 26, 2002





        For
value received, the receipt and sufficiency of which are hereby acknowledged, the undersigned, jointly and severally ("Borrower"), hereby promises to pay to the order of GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as successor by merger to General Electrical Capital Corporation, a New York corporation ("Lender"), Twenty Million Dollars ($20,000,000) or such
greater or lesser amount as shall be advanced by Lender from time to time, together with interest on the unpaid balance of such amount from the date of the initial Revolving Credit Advance. This
Note is an extension and renewal of that certain Revolving Credit Note, dated as of July 31, 2001, in the principal amount of Fifteen Million Dollars ($15,000,000), made by Borrower in
favor of Lender and, as such, is the Revolving Credit Note issued under the Loan and Security Agreement between Borrower and Lender, dated as of July 31, 2001 (said agreement, as the
same may have been and may be further amended, restated or supplemented from time to time, being herein called the "Agreement"), to which a reference is made for a statement of all of the terms and
conditions of the Loan evidenced hereby. Capitalized terms not defined in this Note shall have the respective meanings assigned to them in the Agreement. This Note is secured by the
Agreement, the other Loan Documents and the Collateral, and is entitled to the benefit of the rights and security provided thereby. 


        Interest
on the outstanding principal balance under this Note is payable at the Revolving Credit Rate, or, under the circumstances contemplated by the Agreement, at the Default
Rate, in immediately available United States Dollars at the time and in the manner specified in the Agreement. The outstanding principal and interest under this Note shall be immediately due
and payable on the Commitment Termination Date. Payments received by Lender shall be applied against principal and interest as provided for in the Agreement. Borrower acknowledges that
(a) Lender is authorized under the Agreement to charge to the Revolving Credit Loan unpaid Obligations of Borrower to Lender, (b) the principal amount of the Revolving Credit Loan will
be increased by such amounts, and (c) the principal, as so increased, will bear interest as provided for herein and in the Agreement. 


        To
the fullest extent permitted by applicable law, Borrower waives: (a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration,
protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the Obligations, the Loan Documents or this Note; (b) all rights to notice and a
hearing prior to Lender's taking possession or control of, or to Lender's replevin, attachment or levy upon, the Collateral or any bond or security that might be required by any court prior to
allowing Lender to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws. 


        Borrower
acknowledges that this Note is executed as part of a commercial transaction and that the proceeds of this Note will be used solely for the purposes specified in
the Agreement and not for any personal purpose. 


        Upon
the occurrence of any one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided therein. 


        Borrower
agrees to pay to Lender all Fees and expenses described in the Agreement. 





 



        BORROWER
ACKNOWLEDGES THAT BORROWER HAS WAIVED THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 



	

 	
 	
INTRADO INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Chief Financial Officer and Treasurer
	

 	
 	
INTRADO COMMUNICATIONS INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Treasurer
	

 	
 	
INTRADO COMMUNICATIONS OF VIRGINIA INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Treasurer




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EXHIBIT B

TERM NOTE  



	$3,000,000	 	September 26, 2002





        For
value received, the receipt and sufficiency of which are hereby acknowledged, the undersigned, jointly and severally ("Borrower"), hereby promises to pay to the order of GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as successor by merger to General Electric Capital Corporation, a New York corporation ("Lender"), Three Million Dollars ($3,000,000), together
with interest on the unpaid balance of such amount from the date of the funding of the Term Loan. This Note is the Term Note issued under the Loan and Security Agreement between Borrower
and Lender, dated as of July 31, 2001 herewith (said agreement, as the same may have been and may be further amended, restated or supplemented from time to time, being herein called the
"Agreement") to which a reference is made for a statement of all of the terms and conditions of the Loan evidenced hereby. Capitalized terms not defined in this Note shall have the respective
meanings assigned to them in the Agreement. This Note is secured by the Agreement, the other Loan Documents and the Collateral, and is entitled to the benefit of the rights and security
provided thereby. 


        Interest
on the outstanding principal balance under this Note is payable at the Term Loan Rate, or, under the circumstances contemplated by the Agreement, at the Default Rate, in
immediately available United States Dollars at the times and in the manner specified in the Agreement. The outstanding principal under this Note shall be payable at the times and in the manner
provided in the Agreement. Payments received by Lender shall be applied against principal and interest as provided for in the Agreement. 


        To
the fullest extent permitted by applicable law, Borrower waives: (a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration,
protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of the
Obligations, the Loan Documents or this Note; (b) all rights to notice and a hearing prior to Lender's taking possession or control of, or to Lender's replevin, attachment or levy upon, the
Collateral or any bond or security that might be required by any court prior to allowing Lender to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption
laws. 


        Borrower
acknowledges that this Note is executed as part of a commercial transaction and that the proceeds of this Note will be used solely for the purposes specified in
the Agreement and not for any personal purpose. 


        Upon
the occurrence of any one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided therein. 


        Borrower
agrees to pay to Lender all Fees and expenses described in the Agreement. 





 



        BORROWER
ACKNOWLEDGES THAT BORROWER HAS WAIVED THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 



	

 	
 	
INTRADO INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Chief Financial Officer and Treasurer
	

 	
 	
INTRADO COMMUNICATIONS INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Treasurer
	

 	
 	
INTRADO COMMUNICATIONS OF VIRGINIA INC.
	

 	
 	

By:	
 	

 Name: Michael D. Dingman, Jr.

Title: Treasurer




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Exhibit 10.01