Access Worldwide Communications Inc Sample Contracts

Access Worldwide Communications Inc – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 20th, 2008)

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of May     , 2008 by and between ACCESS WORLDWIDE COMMUNICATIONS, INC. (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (the “Lender”).

Access Worldwide Communications Inc – CONTROL AGREEMENT (May 20th, 2008)

THIS CONTROL AGREEMENT (the “Agreement”) is made as of the              day of May, 2008, by and among MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), ACCESS WORLDWIDE COMMUNICATIONS, INC. (“Borrower”), and M&T SECURITIES (“Broker”).

Access Worldwide Communications Inc – MASTER SERVICES AGREEMENT (January 24th, 2008)

This Master Service Agreement (the “Agreement”) effective June 1, 2005 (the “Effective Date”) is entered into by and between Access Worldwide Communications, Inc., a Delaware corporation with its principal offices at 4950 Communication Avenue, Suite 300, Boca Raton, FL 33431 (“ACCESS”) and E*TRADE Financial Corporation, 671 North Glebe Road, Arlington, Virginia 22203 (“COMPANY”).

Access Worldwide Communications Inc – VOTING AGREEMENT (January 24th, 2008)

This VOTING AGREEMENT (together with any Attachments hereto, this “Agreement”), dated as of January 17, 2008 is made and entered into by and among E*TRADE INFORMATION SERVICES, LLC, a Delaware limited liability company (“E*TRADE”), Access Worldwide Communications, Inc., a Delaware corporation (“Company”), Shawkat Raslan (the “Director”). E*TRADE, Company and the Director are sometimes referred to herein as a “Party” and collectively as the “Parties.”

Access Worldwide Communications Inc – OPTION TO PURCHASE AGREEMENT (January 24th, 2008)

THIS OPTION TO PURCHASE AGREEMENT (the “Agreement”) is made as of the 17th day of January, 2008 by and between Access Worldwide (AWWC) Philippines, Inc., (the “Company”) and E*TRADE Information Services, LLC, a Delaware limited liability company (“E*TRADE”).

Access Worldwide Communications Inc – ACCESS WORLDWIDE COMMUNICATIONS, INC. COMMON STOCK PURCHASE AGREEMENT (January 24th, 2008)

This Common Stock Purchase Agreement (this “Agreement”), is entered into as of this 17th day of January, 2008 by and among Access Worldwide Communications, Inc., a Delaware corporation (the “Company”), Access Worldwide (AWWC) Philippines, Inc., a wholly-owned subsidiary of Company (“Subsidiary”), and E*TRADE INFORMATION SERVICES, LLC (the “E*TRADE”).

Access Worldwide Communications Inc – AMENDMENT TO MASTER SERVICES AGREEMENT (January 24th, 2008)

THIS AMENDMENT TO MASTER SERVICES AGREEMENT (“Amendment”), effective as of the last date the Amendment is executed (“Amendment Effective Date”) is entered into by and between ACCESS WORLDWIDE COMMUNICATIONS, INC., a Delaware corporation (“Access”) and E*TRADE Financial Corporation, a Delaware corporation (“Company”). Access and the Company shall each be referred to as a “Party” and together the “Parties.”

Access Worldwide Communications Inc – Access Worldwide Access Worldwide Reports Third Quarter Financial Results and Reforecast of Previous 2007 Guidance ARLINGTON, Va., Nov. 19 /PRNewswire- FirstCall/ -- Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC), an established marketing and Business Process Outsourcing ("BPO") services company, today reported financial results for the three and nine months ended September 30, 2007. For the Three Months Ended September 30, 2007 Our revenues for the quarter ended September 30, 2007 increased $0.8 million, or 10.8%, to $8.2 million, compared to $7.4 million for the quarter ende (November 19th, 2007)

Unaudited Unaudited For the Three Months For the Nine Months Ending Ending September 30, September 30, 2007 2006 2007 2006 ------------ ------------ ------------ ------------ Revenues $ 8,175,282 $ 7,405,356 $ 25,608,003 $ 19,244,916 Cost and expenses: Cost of services 6,736,630 5,521,763 20,077,104 14,977,570 Selling, general and administrative expenses 1,622,312 1,628,561 4,955,755 4,722,464 Depreciation Expense 395,881 249,744 1,063,480 791,058 ------

Access Worldwide Communications Inc – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 16th, 2007)

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of November 15, 2007 by and between ACCESS WORLDWIDE COMMUNICATIONS, INC. (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (the “Lender”).

Access Worldwide Communications Inc – ACCESS WORLDWIDE COMMUNICATIONS, INC. 2007 STOCK OPTION PLAN (August 14th, 2007)
Access Worldwide Communications Inc – Contract (August 10th, 2007)

THIS LOAN AND SECURITY AGREEMENT is made effective as of August ___, 2007 by and between ACCESS WORLDWIDE COMMUNICATIONS, INC. (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”).

Access Worldwide Communications Inc – NEM068 PM 11:42 Access Worldwide Announces Conversion of Convertible Notes f...ca + FLA ED1 TNW IRW RWB FC1 (ACCESS WORLDWIDE 145640 PH) f...c/flprn r f bc-VA-Accss-Wrldwde-Note 07-02 P1 [STK] AWWC [IN] CPR OTC [SU] TO BUSINESS EDITOR: (July 2nd, 2007)

This press release contains forward-looking statements. Such statements involve known or unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, include, but are not limited to the following: our ability to continue as a going concern if we are unable to generate cash flow and income from operations; competition from other third-party providers and those clients and prospects who may decide to do work in-house that we currently do for them; our ability to successfully operate our facilities in the Philippines; potential consumer saturation reducing the need for services; our ability and clients' ability to comply with state, federal and industry regulations;

Access Worldwide Communications Inc – Access Worldwide Reports First Quarter Financial Results ARLINGTON, Va., May 15 /PRNewswire-FirstCall/ -- Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC), an established marketing and Business Process Outsourcing ("BPO") services company, today reported financial results for quarter ended March 31, 2007. Our revenues increased by $3.2 million, or 58.2%, to $8.7 million for the quarter ended March 31, 2007, compared to $5.5 million for the quarter ended March 31, 2006. Revenues for our U.S. Segment increased $1.9 million, or 40.4% to $6.6 million for the quarter ended March 31, (May 15th, 2007)
Access Worldwide Communications Inc – GUARANTY (May 22nd, 2006)

THIS GUARANTY (this “Guaranty”) is made as of May 18, 2006 by SHAWKAT RASLAN, residing at 977 King Street, Greenwich, CT 06831 (“Guarantor”), to and for the benefit of CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, for itself as Lender and as agent to each and every Lender under the Credit Agreement described below (“Lender”).

Access Worldwide Communications Inc – SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (May 22nd, 2006)

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).

Access Worldwide Communications Inc – FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (April 17th, 2006)

THIS FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT, dated as of March 7, 2006 (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 Loan Agreement (as defined below).

Access Worldwide Communications Inc – FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (August 15th, 2005)

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).

Access Worldwide Communications Inc – SUBSCRIPTION AGREEMENT (May 16th, 2005)

THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement”), dated as of                      (the “Effective Date”), by and between Access Worldwide Communications, Inc. a Delaware corporation (the “Company”), and                      (the “Subscriber”), shall be effective as of the Effective Date.

Access Worldwide Communications Inc – ACCESS WORLDWIDE COMMUNICATIONS, INC. 4950 COMMUNICATION AVENUE Suite 300 Boca Raton, Florida 33431 (May 16th, 2005)

This letter of agreement (“Letter Agreement”) replaces the agreement dated October 11, 2004 and confirms the arrangements, terms and conditions whereby you (hereinafter referred to as the “Consultant”), from March 1, 2005, through February 29, 2008, will serve as a non-exclusive consultant and advisor to Access Worldwide Communications, Inc., a Delaware corporation (the “Company”).

Access Worldwide Communications Inc – THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (March 31st, 2005)

THIS THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT, dated as of November 12, 2004 (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”), 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).

Access Worldwide Communications Inc – EMPLOYMENT AGREEMENT (March 31st, 2005)

AGREEMENT made the 30th day of March, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Shawkat Raslan (the “Employee”).

Access Worldwide Communications Inc – EMPLOYMENT AGREEMENT (March 31st, 2005)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 10th day of September, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Stedman Stevens (the “Employee”).

Access Worldwide Communications Inc – Contract (August 24th, 2004)

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.

Access Worldwide Communications Inc – WARRANT CERTIFICATE To Purchase Shares of Common Stock of: ACCESS WORLDWIDE COMMUNICATIONS, INC. June , 2003 (August 24th, 2004)

THIS IS TO CERTIFY THAT, for value received,                                                   (the “Holder”) is entitled to purchase from Access Worldwide Communications, Inc., a Delaware corporation (the “Company”),                                      (                        ) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), on the terms and conditions hereinafter set forth.

Access Worldwide Communications Inc – Exhibit Access Worldwide Reports First Quarter Financial Results BOCA RATON, Fla., May 5 /PRNewswire-FirstCall/ -- Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC), a leading marketing services company, today reported financial results for the three months ended March 31, 2004. Our revenues increased $0.8 million, or 6.6%, to $13.0 million for the three months ended March 31, 2004, compared to $12.2 million for the three months ended March 31, 2003. Revenues for the Pharmaceutical Services ("Pharmaceutical") Segment, which includes our medical education and pharmaceutical marke (May 5th, 2004)
Access Worldwide Communications Inc – EMPLOYMENT AGREEMENT (May 5th, 2004)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 21st day of January, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Richard Lyew (the “Employee”).

Access Worldwide Communications Inc – EMPLOYMENT AGREEMENT (May 5th, 2004)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 1st day of January, 2004 by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Guy Amato (the “Employee”).

Access Worldwide Communications Inc – EMPLOYMENT AGREEMENT (May 5th, 2004)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 20th day of January, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Georges Andre (the “Employee”).

Access Worldwide Communications Inc – EMPLOYMENT AGREEMENT (May 5th, 2004)

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 18th day of December, 2003, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Ted Jordan (the “Employee”).

Access Worldwide Communications Inc – FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (November 14th, 2003)

THIS FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT, dated as of August 11, 2003 (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”), 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).

Access Worldwide Communications Inc – FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (August 14th, 2003)

THIS FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT, dated as of August 11, 2003 (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”), 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).

Access Worldwide Communications Inc – GUARANTY AGREEMENT (June 13th, 2003)

THIS GUARANTY AGREEMENT (the “Guaranty” or “Agreement”) is entered into as of this      day of June 2003, by Shawkat Raslan, an individual with a residence at                                                              , (“Guarantor”) in favor of CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Lender”) under the Loan Agreement (as defined herein).

Access Worldwide Communications Inc – REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT between ACCESS WORLDWIDE COMMUNICATIONS, INC., ASH CREEK, INC., AWWC NEW JERSEY HOLDINGS, INC., TELEMANAGEMENT SERVICES, INC., and TLM HOLDINGS CORP. (“Borrowers”) and CAPITALSOURCE FINANCE LLC Dated as of June 10, 2003 (June 13th, 2003)

THIS REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of June 10, 2003, is entered into between ACCESS WORLDWIDE COMMUNICATIONS, INC., a Delaware corporation (“Parent”), ASH CREEK, INC., a Delaware corporation (“Ash”), AWWC NEW JERSEY HOLDINGS, INC., a Delaware corporation (“AWWC”), TELEMANAGEMENT SERVICES, INC., a Delaware corporation (“Telemanagement”), TLM HOLDINGS CORP., a Delaware corporation (“TLM”), (individually and collectively, the “Borrower”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Lender”).

Access Worldwide Communications Inc – TERM NOTE (June 13th, 2003)

FOR VALUE RECEIVED, the undersigned, ACCESS WORLDWIDE COMMUNICATIONS, INC., a Delaware corporation (“Parent”), ASH CREEK, INC., a Delaware corporation (“Ash”), AWWC NEW JERSEY HOLDINGS, INC., a Delaware corporation (“AWWC”), TELEMANGEMENT SERVICES, INC., a Delaware corporation (“Telemanagment”), TLM HOLDINGS CORPORATION, a Delaware corporation (“TLM”) (individually and collectively, the “Borrower”), hereby jointly and severally promise to pay to CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Lender”), the aggregate principal amount at any time outstanding of the Term Loan made by Lender to Borrower pursuant to the Loan Agreement, which amount shall not exceed Five Hundred Thousand Dollars ($500,000.00) in lawful money of the United States of America in immediately available funds, with interest thereon, and all other Obligations related thereto under the Revolving Credit, Term Loan, and Security Agreement dated as of the date hereof between Borrower and Lender (a

Access Worldwide Communications Inc – SUBORDINATION AGREEMENT (June 13th, 2003)

THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into this              day of June, 2003, between Lee Edelstein, an individual residing at                              (the “Creditor”), Access Worldwide Communications, Inc., a Delaware corporation (the “Company”), and CapitalSource Finance LLC, a Delaware limited liability company (“the Lender”).