Exhibit 4(b)
ACCESS WORLDWIDE COMMUNICATIONS, INC
2200 Clarendon Boulevard
12th Floor
Arlington, Virginia 22201
March 12, 1999
Abbingdon Venture Partners
Limited Partnership-II
1018 West Ninth Avenue
King of Prussia, Pennsylvania 19406
Abbingdon Venture Partners
Limited Partnership-III
1018 West Ninth Avenue
King of Prussia, Pennsylvania 19406
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of March 12, 1999
(the "Credit Agreement"), by and among Access Worldwide Communications, Inc., a
Delaware corporation (the "Company"), the Subsidiaries of the Company party
thereto, the lenders named therein and such other lenders as may become a party
thereto (the "Lenders"), and NationsBank, N.A., as Agent. In addition, reference
is made to the Certificate of Designation of Preferred Stock, Series 1998 of the
Company filed with the Secretary of State of Delaware on February 10, 1998 (the
"Certificate of Designation"), creating the series of preferred stock, $.01 par
value, of the Company designated as the "Preferred Stock, Series 1998" (the
"Preferred Stock"). Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings accorded such terms in the Credit
Agreement.
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You, the holders in the aggregate of 100% of the Preferred Stock,
understand that your agreement to waive certain of your rights under the
Certificate of Designation in connection with the redemption of your Preferred
Stock is a condition to the extension of credit to the Company by the Lenders
under the Credit Agreement. You agree to the following terms and conditions with
respect to your rights of redemption of the Preferred Stock:
1. Notwithstanding the provisions set forth in Section 4(a) of the
Certificate of Designation, the Company agrees to repurchase an aggregate of
$2.5 million of the Preferred Stock, on a pro rata basis, at the redemption
price set forth in Section 4(a) of the Certificate of Designation, within five
(5) business days after the Closing Date.
2. Notwithstanding the provisions set forth in Section (4)(a)(x) of
the Certificate of Designation, in the event of a required redemption pursuant
to such Section, you agree that 80% of the Net Proceeds of the additional
capital stock issued by the Company shall be used to prepay the Term Loan and
20% of the Net Proceeds shall be used to redeem the Preferred Stock then
outstanding on a pro rata basis, pursuant to the terms of Section 3.3(b) and
Section 8.9 of the Credit Agreement; provided, however, that such redemption of
the Preferred Stock shall only be permitted if, at the time of such redemption,
(A) no Default or Event of Default exists under the Credit Agreement; and (B)
the Consolidated Senior Leverage Ratio does not exceed 2.25 to 1.00, both (I)
after giving effect to such redemption on a Pro Forma Basis; and (II) after
giving effect thereto in the pro forma financial statements of the Company for
the coming fiscal year based on the annual projections provided to the Agent by
the Company pursuant to Section 7.1(b)(iii) of the Credit Agreement.
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3. Notwithstanding the provisions set forth in Section (4)(a)(z) of
the Certificate of Designation, you agree that a redemption pursuant to such
Section shall only be permitted if, at the time of such redemption, (A) no
Default or Event of Default exists under the Credit Agreement and (B) the
Consolidated Senior Leverage Ratio does not exceed 2.25 to 1.00, both (I) after
giving effect to such redemption on a Pro Forma Basis and (II) after giving
effect thereto in the pro forma financial statements of the Company for the
coming fiscal year based on the annual projections provided to the Agent by the
Company pursuant to Section 7.1(b)(iii) of the Credit Agreement. If at the time
that the Preferred Stock would otherwise be redeemed pursuant to Section 4(a)(z)
of the Certificate of Designation, the Company has failed to comply with the
requirements set forth in the preceding sentence, such redemption may be made
following the next quarter in which the Company is in compliance. For purposes
of clause (B) above, the "Consolidated Senior Leverage Ratio" shall mean the
ratio of (a) Consolidated Funded Debt minus Subordinated Debt to (b)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending as
of such day minus increases in working capital (as defined by GAAP) during such
period.
* * *
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By signing this letter, you agree to by bound by all of the terms and
conditions set forth herein and understand and agree that the terms and
conditions hereof may not be amended without the written consent of all of the
Lenders.
Very truly yours,
ACCESS WORLDWIDE COMMUNICATIONS, INC.
By: /s/ Michael Dinkins
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Michael Dinkins
Senior Vice President
Accepted and Agreed To:
ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP-II
By: ABBINGDON-II PARTNERS, its general partner
By: /s/ Stephen F. Nagy
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Name: Stephen F. Nagy
Title: General Partner
ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP-III
By: ABBINGDON-II PARTNERS, its general partner
By: /s/ Stephen F. Nagy
-------------------------------
Name: Stephen F. Nagy
Title: General Partner