Exhibit 10.12


 


SIXTH
AMENDMENT


 


THIS SIXTH AMENDMENT (“Amendment”),
dated as of March 14, 2005 (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 to date, 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
promptly notified Lender that, as a result of the Borrower’s 2004 year-end
audit process, that Borrower would incur an impairment charge of approximately
$13,800,000 associated with Borrower’s Palladium product line and Swiss
subsidiary (bmd wireless AG) (collectively, the “Impairment Charge”), effective
as of the Fiscal Quarter ending December 31, 2004;


 


WHEREAS, Lender and
Borrower agree that the Impairment Charge did not cause the increase or
acceleration of Borrowers’ obligations under the Loan Agreement; and


 


WHEREAS, Borrower and
Lender have agreed, to amend the Loan Agreement to provide;


 


(a)                                  that
Borrower may add $13,800,000, the amount of the Impairment Charge incurred by
the Borrower during the fourth quarter of its 2004 Fiscal Year, to EBITDA for
purposes of computing Fixed Charge Coverage effective as of December 31,
2004; and


 


(b)                                 for
the deletion of item 3, the Quick Ratio, on Second Amended Schedule G to
the Loan Agreement; and


 


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.                                       Amendments
to Second Amended Schedule G to the Loan Agreement.


 


(a)                                  Second
Amended  Schedule G to the Loan Agreement is hereby amended to provide
that Borrower may add the Impairment Charge to EBITDA for purposes of
calculating the Fixed Charge Coverage Ratio as of December 31, 2004.


 


(b)                                 Second
Amended  Schedule G of the Loan Agreement is hereby further
amended by deleting item 3 (Quick Ratio) therefrom.


 


3.                                       Effect
of Amendment.  This Amendment shall
become effective as of the date 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.


 


4.                                       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, 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; (e) acknowledges and agrees that Lenders
Lien in the Collateral continues in full force and effect as security for all
of the Obligations, including, without limitation, all of the Obligations of
Borrower under and in respect of the Revolving Credit Loans and (f) 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.


 


5.                                       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.


 


6.                                       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 Lenders legal counsel.


 


7.                                       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.


 


2





















 


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


 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  
	
   

  	
  INTRADO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Dingman, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael D.
  Dingman, Jr.

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTRADO COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Dingman, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael D.
  Dingman, Jr.

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
  INTRADO COMMUNICATIONS OF
  VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Dingman, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael D.
  Dingman, Jr.

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 


 


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