Exhibit 10.(ddddd)
SIXTH AMENDMENT TO
REVOLVING
CREDIT, TERM LOAN AND SECURITY
AGREEMENT
THIS SIXTH AMENDMENT TO REVOLVING
CREDIT, TERM LOAN AND SECURITY AGREEMENT, dated as of May 18
2006 (this “ Amendment ”), is entered into by
and between ACCESS WORLDWIDE COMMUNICATIONS, INC., a Delaware
corporation, ASH CREEK, INC., a Delaware corporation, AWWC NEW
JERSEY HOLDINGS, INC., a Delaware corporation, TELEMANAGEMENT
SERVICES, INC., a Delaware corporation, TLM HOLDINGS CORP., a
Delaware corporation, (individually and collectively, the “
Borrower ”), SHAWKAT RASLAN (“ Guarantor
”) and CAPITALSOURCE FINANCE LLC, a Delaware limited
liability company (the “ Lender ”). Capitalized
terms used and not otherwise defined herein are used as defined in
the Agreement (as defined below).
WHEREAS, the parties hereto entered
into that certain Revolving Credit, Term Loan and Security
Agreement dated as of June 10, 2003, as amended by that
certain First Amendment to Revolving Credit, Term Loan and Security
Agreement dated as of August 11, 2003, that certain Second
Amendment to Revolving Credit, Term Loan and Security Agreement
dated as of November 13, 2003, that certain Third Amendment to
Revolving Credit, Term Loan and Security Agreement dated
November 12, 2004, that certain Fourth Amendment to Revolving
Credit, Term Loan and Security Agreement dated as of
August 15, 2005 and that Certain Fifth Amendment to Revolving
Credit, Term Loan and Security Agreement dated as of March 7,
2006 (as so amended and as amended, supplemented, or otherwise
modified from time to time, the “ Agreement ”);
and
WHEREAS, Borrower has requested
Lender make Advances in excess of Availability up to the aggregate
sum of $1,500,000 and Lender has agreed to do so in accordance with
the terms and conditions contained herein;
NOW, THEREFORE, in consideration of
the premises and the other mutual covenants contained herein, the
receipt and sufficiency are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. Amendments
.
(a) The first full sentence of
Section 2.1(a) of the Agreement is hereby deleted in its
entirety and the following is inserted in substitution
therefore:
“(a) Subject to the provisions
of this Agreement, Lender shall make Advances to Borrower under the
Revolving Facility from time to time during the Term, provided
that , notwithstanding any other provision of this Agreement,
the aggregate amount of all Advances at any one time outstanding
under the Revolving Facility shall not exceed either (i) the
Facility Cap, or (ii) the sum of (1) Availability, and
(2) during the period commencing May 18, 2006 and ending
June 2, 2006, $1,500,000 (the “ Overadvance
”).”
(b) Section 2.11 of the
Agreement is hereby deleted in its entirety and the following is
inserted in substitution therefore:
“Any balance of the Advances
under the Revolving Facility outstanding at any time in excess of
the lesser of the Facility Cap or the sum of the Availability plus
the Overadvance (during the period permitted to be outstanding
under Section 2.1(a)) shall be immediately due and payable by
Borrower without the necessity of any demand, at the Payment
Office, whether or not a Default or Event of Default has occurred
or is continuing and shall be paid in the manner specified in
Section 2.9 .
(c) The first full sentence of
Section 2.3 of the Agreement is hereby deleted in its entirety
and the following is inserted in substitution therefore:
“Interest on outstanding
Advances, shall be payable monthly in arrears on the first day of
each calendar month at an annual rate of (i) the Prime Rate,
plus two and three quarters percent (2.75%) on Advances, other
than Advances in excess of Availability, and (ii) the Prime
Rate, plus three and three quarters percent (3.75%) on
Advances in excess of Availability; provided, however, that
notwithstanding any provision of any Loan Document, the interest on
outstanding Advances under this Agreement (other than Advances in
excess of Availability) shall not be less than seven percent
(7%) and the interest on outstanding Advances in excess of
Availability shall not be less than eleven and three quarters
percent (11.75%), in each case calculated on the basis of a 360-day
year and for the actual number of calendar days elapsed in each
interest calculation period.”
(d) Notwithstanding anything
contained in Section 7.11 of the Agreement to the contrary,
prior to the later of June 3, 2006, or repayment in full of
the Overadvance, Borrower shall not be entitled to withdraw or use
any funds in the Merrill Account, all of which shal
