Exhibit 99.1
FIRST AMENDMENT TO THE
5% CONVERTIBLE PROMISSORY NOTE
THIS FIRST AMENDMENT (the "Amendment") TO THE 5% CONVERTIBLE PROMISSORY
NOTE (the "Convertible Note"), dated as of the closing date, July 15, 2003 (the
"Closing Date"), is entered into by and between ACCESS WORLDWIDE COMMUNICATIONS,
INC., a Delaware corporation (the "Company"), and ____________________________,
("Holder") as of ________________, 2006 (the "Effective Date"). Capitalized
terms used and not otherwise defined herein are used as defined in the
Convertible Note.
WHEREAS, the parties hereto entered into the Convertible Note on the
Closing Date; and
WHEREAS, it is the desire of the Company and the Holder to amend that
certain Convertible Note as of the Effective Date set forth herein, and 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 of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. AMENDMENTS.
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(a) As of the Effective Date, (a) in paragraph 3, on page 1 of the
Convertible Note which states, (a) 39 months from the date of issuance (the
"Issuance Date"), shall be deleted and replaced with, (a) October 1, 2009.
(b) As of the Effective Date, Section 1. Conversion, paragraph (a),
line 4 shall be amended by changing $1.00 per share, to $0.50 per share.
SECTION 2. MISCELLANEOUS.
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(a) Borrower represents and warrants that as of the Effective Date,
all of the representations and warranties set forth herein are true and correct
in all material respects and no Default or Event of Default has occurred as of
the Effective Date.
(b) Except as expressly provided herein, the Convertible Note shall
continue in full force and effect, and the unamended terms and conditions of the
Convertible Note 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 Convertible Note shall be references to the
Convertible Note as amended hereby.
(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 Convertible Note.
(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.
(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 CONVERTIBLE NOTE.
AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE
CONVERTIBLE NOTE.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the dates set forth below.
ACCESS WORLDWIDE COMMUNICATIONS, INC.
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
HOLDER
Signature: _________________________
Name: _________________________
Date: _________________________
