**Exhibit 10.12**

 

**SIXTHAMENDMENT**

 

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) GENERALELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”);

 

WITNESSETH :

 

WHEREAS, pursuant to acertain Loan and Security Agreement, dated as of July 31, 2001, madebetween Borrower and Lender (hereinafter, as amended to date, called the “LoanAgreement”), Lender agreed to extend credit to Borrower in accordance with,and subject to, the terms and conditions therein contained; and

 

WHEREAS, Borrowerpromptly notified Lender that, as a result of the Borrower’s 2004 year-endaudit process, that Borrower would incur an impairment charge of approximately$13,800,000 associated with Borrower’s Palladium product line and Swisssubsidiary (bmd wireless AG) (collectively, the “Impairment Charge”), effectiveas of the Fiscal Quarter ending December 31, 2004;

 

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

 

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

 

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

 

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

 

NOW, THEREFORE, inconsideration of the foregoing recitals, the mutual covenants and conditionsherein contained, and for other good and valuable consideration, the receiptand sufficiency of which are hereby mutually acknowledged, Borrower and Lenderagree to amend the Loan Agreement as follows:

 

1.                                       Incorporationof Definitions.  Capitalized termsused hereinbelow, but not expressly redefined hereinbelow, shall have themeanings given to such terms in the Loan Agreement, as amended hereby.

 

2.                                       Amendmentsto Second Amended Schedule G to the Loan Agreement.

 

(a)                                  SecondAmendedSchedule G to the Loan Agreement is hereby amended to providethat Borrower may add the Impairment Charge to EBITDA for purposes ofcalculating the Fixed Charge Coverage Ratio as of December 31, 2004.

 

(b)                                 SecondAmendedSchedule G of the Loan Agreement is hereby furtheramended by deleting item 3 (Quick Ratio) therefrom.

 

3.                                       Effectof Amendment.  This Amendment shallbecome 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 forceand effect and shall constitute the legal, valid, binding and enforceableobligations of Borrower to Lender.  Tothe extent any terms and conditions in any of the Loan Documents shallcontradict or be in conflict with any terms or conditions of the Loan Agreement,after giving effect to this Amendment, such terms and conditions are herebydeemed modified and amended accordingly to reflect the terms and conditions ofthe Loan

 

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Agreement as modified andamended hereby.  In any event, thisAmendment and the documents executed in connection therewith shall not,individually or collectively, constitute in any way a novation.

 

4.                                       InducementRepresentations.  To induce Lender toenter into this Amendment, Borrower hereby (a) restates and renews eachand every representation and warranty heretofore made by it under, or inconnection with the execution and delivery of, the Loan Agreement; (b) restates,ratifies and reaffirms each and every term and condition set forth in the LoanAgreement, as amended hereby, and in the Loan Documents, effective as of thedate hereof; (c) certifies that, as of the date hereof, no Event ofDefault or Default exists; (d) acknowledges and agrees that, as of thedate hereof, there exists no right of offset, defense, counterclaim orobjection in its favor as against Lender with respect to the payment orperformance of its Obligations; (e) acknowledges and agrees that LendersLien in the Collateral continues in full force and effect as security for allof the Obligations, including, without limitation, all of the Obligations ofBorrower under and in respect of the Revolving Credit Loans and (f) releasesLender 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 thedate of this Amendment.

 

5.                                       GoverningLaw.  This Amendment shall begoverned by, and construed in accordance with, the laws of the State of NewYork, without regard to the principles thereof regarding conflicts of laws.

 

6.                                       Costsand Expenses.  Borrower agrees to payupon request all costs and expenses of Lender in connection with thepreparation, execution, delivery and enforcement of this Amendment and allother Loan Documents executed in connection herewith, the closing hereof, andany other transactions contemplated hereby, including the reasonable fees andout-of-pocket expenses of Lenders legal counsel.

 

7.                                       EntireAgreement.  This Amendmentconstitutes the entire agreement between Borrower and Lender relative to thesubject matter hereof, and supersedes and replaces any understanding oragreement, 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:                                           | /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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