Exhibit 10(dd)
EXECUTION COPY
AMENDMENT TO SUBORDINATED
SECURITY AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000, is by and
between A M Medica Communications, Ltd. (the "Debtor") and Xxx X. Xxxxxx (the
"Secured Party").
WITNESSETH
WHEREAS, the Debtor and the Secured Party have entered into that certain
Subordinated Security Agreement dated as of October 24, 1998 (the "Security
Agreement");
WHEREAS, the parties hereto desire to amend the Security Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Debtor and the
Secured Party, the Security Agreement is hereby amended as follows:
DEFINITIONS
Definitions. Unless otherwise defined herein, capitalized terms used in
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this Amendment have the meanings provided in the Security Agreement.
AMENDMENTS
1. Amendment to Section 6. A new subsection (c) is hereby added to
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Section 6 of the Security Agreement and shall read as follows:
(c) Notwithstanding anything contained in this Section 6 or any other
provision of this Agreement, the Secured Party shall not exercise any of
her rights or remedies with respect to the Collateral prior to the payment
in full of the Superior Indebtedness by Access Worldwide Communications,
Inc., formerly known as CulturalAccessWorldwide, Inc. No amendment shall
be made to this Section 6(c) without prior written consent of Bank of
America, N.A., formerly known as NationsBank, N.A., as agent with respect
to the Superior Indebtedness.
MISCELLANEOUS
1. Condition Precedent. The execution of this Amendment is a condition
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precedent to the effectiveness of that certain Amendment Agreement and Waiver to
be executed among Access Worldwide Communications, Inc. (the "Borrower"),
certain subsidiaries of the Borrower,
including the Debtor, Bank of America, N.A. as agent and the lenders party to
that certain Credit Agreement among the foregoing, dated as of March 12, 1999.
2. Representations and Warranties of the Debtor. The Debtor hereby
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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 the Debtor.
3. Representations of the Secured Party. The Secured Party hereby
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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 hereby, the
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Security 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
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of prior, contemporaneous or subsequent oral agreements among the parties. There
are no unwritten agreements between the Debtor and the Secured Party.
6. Counterparts. This Amendment may be executed by the parties hereto in
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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
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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 and inure
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to the benefit of the parties hereto and their respective successors and
assigns.
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IN WITNESS WHEREOF, the A M Medica Communications, Ltd. and Xxx X. Xxxxxx
have caused this Amendment to be duly executed on the date first above written.
A M MEDICA COMMUNICATIONS, LTD.
By:
Name:
Title:
_______________________________ ________________________________(SEAL)
Witness Xxx X. Xxxxxx
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