Fourth Amendment to the Revolving Credit, Term Loan And Security Agreement



 Exhibit 10 (hhhh) 
  
 FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT 
  
 THIS FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY
AGREEMENT, dated as of August 12, 2005 (this “Amendment”), is entered into by and between ACCESS WORLDWIDE COMMUNICATIONS, INC., a Delaware corporation (“Access”), 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”), 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, by that certain Second Amendment to Revolving Credit, Term Loan and
Security Agreement dated as of November 13, 2003, and by that certain Third Amendment to Revolving Credit, Term Loan and Security Agreement dated as of November 12, 2004 (as so amended and as amended, supplemented, or otherwise modified from time to
time, the “Agreement”); and 
  
 WHEREAS, Borrower
has requested that Lender revise certain financial covenants set forth in the Agreement, and make certain other amendments, 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) Section VIII(i) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section VIII(i):

  
 (i) (i) any Change of Control occurs or any
agreement or commitment to cause or that may result in any such Change of Control is entered into, (ii) any Material Adverse Effect, or Material Adverse Change occurs or is reasonably expected to occur, or (iii) Borrower or Guarantor ceases a
material portion of its business operations as currently conducted; 
  
 (b) The Agreement is hereby amended by adding a new Section 7.11 reading in its entirety as follows: 
  
 Section 7.11 Merrill Lynch Account 
  
 Borrower agrees that it will deposit a minimum of $967,000 in account number 737-07056 (the “Merrill Account”) with Merrill Lynch,
Pierce, Fenner & Smith Incorporated (“Merrill”) which deposit account is pledged to Lender as Collateral under this Agreement and which deposit account is subject to an Account Control Agreement among Borrower, Lender and
Merrill. Borrower further agrees and acknowledges that it may not withdraw any funds at any time from the Merrill Account without the prior written consent of Lender, except in accordance with the schedule set forth on Exhibit A attached
hereto. 







 (c) Annex I of the Agreement is hereby amended by deleting it in its entirety and replacing it
with Annex I attached hereto as Exhibit B. 
  
 SECTION 2. Conditions to Effectiveness. This Amendment shall be effective on the date upon which the following conditions precedent are satisfied: 
  
 (a) Borrower shall have delivered to Lender an executed original copy of this Amendment, and each other agreement, document
or instrument reasonably requested by the Lender in connection with this Amendment, each in form and substance reasonably satisfactory to Lender. 
  
 (b) Lender shall have received evidence satisfactory to it that Borrower has raised at least $967,000 of net aggregate proceeds from the sale of its
equity securities, and that such amount in on deposit with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) in account number 737-07056 (the “Merrill Account”). 
  
 (c) Lender shall have received an original of an executed Pledged Collateral
Account Control Agreement by and among Lender, Borrower and Merrill (the “Merrill Account Control Agreement”) pursuant to which Lender’s security interest in the Merrill Account and any amounts deposited therein shall be
perfected, in form and substance satisfactory to Lender. 
  
 (d)
Lender shall have received all fees, charges and expenses payable to Lender as required by this Amendment and in connection with this Amendment and the documentation related hereto, including, but not limited to, (i) a fee in the amount of $40,000
in consideration of this Amendment, and (ii) legal fees and out-of-pocket costs (including in-house counsel fees and expenses).  
  
 SECTION 3. Miscellaneous. 
  
 (a) Borrower represents and warrants that after giving effect to this Amendment and the transactions contemplated hereby, all of the representations and
warranties set forth in Article V of the Agreement are true and correct in all material respects and no Default or Event of Default has occurred and is continuing as of the date hereof. 
  
 (b) Except as expressly provided herein, the Agreement shall continue in full force and effect, and the unamended terms and
conditions of the Agreement are expressly incorporated herein and ratified and confirmed in all respects. This Amendment is not intended to be or to create, nor shall it be construed as, a novation or an accord and satisfaction. From and after the
date hereof, references to the Agreement shall be references to the Agreement as amended hereby. This Amendment shall be deemed a Loan Document as such term is defined and used in the Agreement. 
  
 (c) This Amendment constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof. Neither this Amendment nor any provision hereof may be changed, waived, discharged, modified or terminated orally, but only by an instrument in writing signed by the parties required to be a party
thereto pursuant to the Agreement. 
  
 (d) This Amendment may be
executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and
the same agreement. 
  

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 (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT. 
  
 [SIGNATURES APPEAR ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to Revolving Credit, Term Loan and
Security Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

					
	BORROWER:	 	ACCESS WORLDWIDE COMMUNICATIONS, INC.
			
	 	 	By:	 	  


	 	 	 	 	Richard Lyew, Executive Vice President
		
	 	 	ASH CREEK, INC.
			
	 	 	By:	 	  


	 	 	 	 	Richard Lyew, Executive Vice President
		
	 	 	AWWC NEW JERSEY HOLDINGS, INC.
			
	 	 	By:	 	  


	 	 	 	 	Richard Lyew, Executive Vice President
		
	 	 	TELEMANAGEMENT SERVICES, INC.
			
	 	 	By:	 	  


	 	 	 	 	Richard Lyew, Executive Vice President
		
	 	 	TLM HOLDINGS CORP.
			
	 	 	By:	 	  


	 	 	 	 	Richard Lyew, Executive Vice President

  

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	LENDER:	 	CAPITALSOURCE FINANCE LLC
			
	 	 	By:	 	  


	 	 	Name:	 	 
	 	 	Its:	 	 








 EXHIBIT A 
  

			
	 Withdrawal Date

	  	Maximum Withdrawal Amount


	 September 1, 2005
	  	$213,000
	 October 1, 2005
	  	$203,000
	 November 1, 2005
	  	$180,000
	 December 1, 2005
	  	$180,000
	 January 1, 2006
	  	$191,000








 EXHIBIT B 
  
 ANNEX I 
  
 FINANCIAL COVENANTS 
  
 1) Minimum EBITDA 
  
 Borrower shall not permit its EBITDA for the Test Period to be less than the following amounts for the months indicated: 
  

					
	 September 2004:
	  	$	(210,000	)
	 October 2004:
	  	$	(333,000	)
	 November 2004:
	  	$	(391,000	)
	 December 2004:
	  	$	(112,000	)
	 January 2005:
	  	$	(1,000	)
	 February 2005:
	  	$	121,000	 
	 March 2005:
	  	$	156,000	 
	 April 2005:
	  	$	308,000	 
	 May 2005:
	  	$	386,000	 
	 June 2005:
	  	$	(190,000	)
	 July 2005:
	  	$	(149,000	)
	 August 2005:
	  	$	(621,000	)
	 September 2005:
	  	$	(375,000	)
	 October 2005:
	  	$	(416,000	)
	 November 2005:
	  	$	(9,000	)
	 December 2005:
	  	$	363,000	 
	 January 2006:
	  	$	600,000	 
	 February 2006:
	  	$	626,000	 
	 March 2006:
	  	$	561,000	 
	 April 2006:
	  	$	549,000	 
	 May 2006:
	  	$	600,000	 
	 June 2006:
	  	$	600,000	 
	 July 2006:
	  	$	700,000	 
	 August 2006:
	  	$	628,000	 
	 September 2006:
	  	$	700,000	 
	 October 2006:
	  	$	800,000	 
	 November 2006:
	  	$	1,000,000	 
	 December 2006 and thereafter:
	  	$	1,000,000	 








 2) Fixed Coverage Ratio (EBITDA/Fixed Charges) 
  
 Borrower shall not permit its Fixed Charge Coverage Ratio for the Test
Period to be less than the following amount for the months indicated: 
  

			
	 September 2004 through December 2005:
	  	Waived
	 January 2006
	  	1.0
	 February 2006
	  	1.0
	 March 2006 and thereafter:
	  	1.0

  

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