FIFTH AMENDMENT TO LOAN AGREEMENT
Exhibit
10.23
FIFTH
AMENDMENT
TO
THIS
FIFTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of December 31,
2007 by and between C2 Global Technologies Inc., formerly known as Acceris
Communications Inc.and as I-Link Incorporated, a Florida corporation (the
“Borrower”)
and
Counsel Corporation, an Ontario corporation (the “Lender”).
WHEREAS,
the Borrower and Lender are parties to a Loan Agreement as amended, dated
January 26, 2004 (the "Loan
Agreement”)
and
the parties desire to further amend the Loan Agreement with effect from December
31, 2007 (“the Effective
Date”)
as
provided herein.
NOW,
THEREFORE, for good and valuable consideration the receipt and adequacy of
which
is hereby acknowledged it is agreed as follows:
1. Extension
of Maturity Date.
Effective as of the Effective Date, Section 2 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:
Payments
of Principal and Interest.
All
borrowings hereunder, together with any interest thereon, shall be due and
payable to the Lender in one installment on December 31, 2008 (the “Maturity
Date”) provided, however, that notwithstanding the above, the Maturity Date
shall be accelerated to the date ten (10) calendar days following closing under
or conclusion of each occurrence of (a) an equity investment or investments
in
the Borrower by a third party unrelated to the Lender through the capital
markets, whether pursuant to a registered offering or unregistered offering
or
other transaction (an “Equity Investment”); provided, further, however, that the
Maturity Date shall be accelerated with respect only to the portion of the
unpaid Indebtedness equal to the net amount received by the Borrower from any
such Equity Investment.
2. Effect
on Loan Agreement and Loan Note.
This
Fifth Amendment is not intended, nor shall it be construed, as a modification
or
termination of the Amended and Restated Debt Restructuring Agreement, dated
October 15, 2002. Except as expressly provided herein, the Loan Agreement and
the Note annexed thereto are hereby ratified and confirmed and remain in full
force and effect in accordance with their respective terms.
IN
WITNESS WHEREOF, the Borrower and the Lender have executed this Fifth Amendment
as of December 31, 2007.
[See
attached signature page]
C2 GLOBAL TECHNOLOGIES INC. | ||
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By: | ||
Name:
Title:
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COUNSEL CORPORATION | ||
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By: | ||
Name:
Title:
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