Exhibit 10(aa)
EXECUTION COPY
AMENDMENT NO. 2 TO NOTE
SUBORDINATION AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment"), dated as of April 13, 2000, is by
---------
and among Access Worldwide Communications, Inc., formerly known as,
CulturalAccessWorldwide, Inc. (the "Borrower"), ▇▇▇ ▇. ▇▇▇▇▇▇ (the "Subdebt
-------- -------
Holder") and Bank of America, N.A., formerly known as NationsBank, N.A. (the
------
"Agent"), as agent, under that certain Credit Agreement (as amended from time to
------
time, the "Credit Agreement") among the Borrower, the Agent and the Lenders (as
----------------
defined in the Credit Agreement) party thereto dated as of March 12, 1999. The
Lenders, the Agent and any of their successors and assigns are hereinafter
referred to collectively as the "Superior Lender."
---------------
WITNESSETH
WHEREAS, the Borrower, the Subdebt Holder and the Agent have entered into
that certain Note Subordination Agreement dated as of October 24, 1998 (the
"Note Subordination Agreement");
-----------------------------
WHEREAS, the Borrower, the Subdebt Holder and the Agent have also entered
into that certain Amendment No. 1 to the Note Subordination Agreement dated as
of March 12, 1999 (the "First Amendment");
---------------
WHEREAS, the parties hereto desire to amend the Note Subordination
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Borrower, the Subdebt
Holder and the Agent, the Note Subordination Agreement is hereby amended as
follows:
DEFINITIONS
Definitions. Unless otherwise defined herein, capitalized terms used in
-----------
this Amendment have the meanings provided in either the Note Subordination
Agreement or the First Amendment, as applicable.
AMENDMENT
Amendment to Section 2(a). Section 2(a) of the Note Subordination
-------------------------
Agreement is amended and restated in its entirety to read as follows:
(a) Subject to Section 2(d) of this Agreement, so long as part of the
Superior Indebtedness remains outstanding and until such time as the Agent
provides the Subdebt Holder with written notice that a Default or Event of
Default (as defined in the Credit
Agreement) has occurred (a "Default Notice"), the Borrower may make and the
Subdebt Holder may receive scheduled payments pursuant to the terms of that
certain 6.5% Subordinated Promissory Note due October 24, 2001, in the
original principal amount of $5,500,000, executed by the Borrower in favor
of the Subdebt Holder dated as of October 24, 1998, as amended, in respect
of the Subordinated Debt. Upon the occurrence of an Event of Default, the
Borrower may not make, and the Subdebt Holder may not receive, any payments
in respect of the Subordinated Debt. The Agent, in its discretion, may
issue a Default Notice with respect to each and every such Default or Event
of Default that occurs, but shall not have the right to issue more than one
Default Notice with respect to any particular Default or Event of Default;
provided, however, that if a Default or Event of Default has been cured or
--------- -------
waived (or deemed waived as provided below), but subsequently reoccurs,
then a new Default Notice may be sent with respect thereto. In the event
that all Defaults and Events of Default shall be cured or waived, then the
Borrower may resume the making of payments otherwise permitted hereunder,
subject to the terms hereof.
MISCELLANEOUS
1. Condition Precedent. The execution of this Amendment is a condition
-------------------
precedent to the effectiveness of that certain Amendment Agreement and Waiver to
be executed among the Borrower, certain subsidiaries of the Borrower, the
Agent, and the lenders party to the Credit Agreement.
2. Representations and Warranties of the Agent and the Borrower. The
------------------------------------------------------------
Borrower and the Agent hereby each represents and warrants that it: (i) has the
requisite corporate power and authority to execute, deliver and perform this
Amendment, as applicable; and (ii) is duly authorized to, and has been
authorized by all necessary corporate action, to execute, deliver and perform
this Amendment, and this Amendment does not violate any law, rule, regulation,
contract or agreement otherwise enforceable by or against either of the Borrower
or the Agent.
3. Representations of the Subdebt Holder. The Subdebt Holder hereby
-------------------------------------
represents and warrants that she: (i) has had the opportunity to obtain the
assistance of legal counsel in carefully reviewing, discussing and considering
all terms of this Amendment; (ii) executes this Amendment as a free and
voluntary act, without any duress, coercion or undue influence exerted by or on
behalf of any other party; and (iii) has full and complete authorization and
power to execute this Amendment in the capacities herein stated, and this
Amendment does not violate any law, rule, regulation, contract or agreement
otherwise enforceable by or against her.
4. Limited Modification. Except as specifically amended by the First
--------------------
Amendment and hereby, the Note Subordination Agreement shall remain in full
force and effect in accordance with its terms.
5. No Oral Agreements. This Amendment may not be contradicted by
------------------
evidence of prior, contemporaneous or subsequent oral agreements among the
parties. There are no unwritten agreements among the Borrower, the Agent
and the Subdebt Holder.
6. Counterparts. This Amendment may be executed by the parties hereto in
------------
several counterparts (including facsimile counterparts), each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. Delivery of an executed counterpart of this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.
7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
-------------
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
8. Successors and Assigns. This Amendment shall be binding upon
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, Access Worldwide Communications, Inc., Bank of America,
N.A. and ▇▇▇ ▇. ▇▇▇▇▇▇ have caused this Amendment to be duly executed on the
date first above written.
BANK OF AMERICA, N.A.
By:
-----------------------------
Name:
Title:
ACCESS WORLDWIDE COMMUNICATIONS, INC.
By:
-----------------------------
Name:
Title:
(SEAL)
----------------------------- -------------------------
Witness ▇▇▇ ▇. ▇▇▇▇▇▇