FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
EXHIBIT
10.1
FOURTH
AMENDMENT
TO
AMENDED
AND RESTATED LOAN AGREEMENT
THIS
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered
into
as of July 6, 2005 by and between Acceris Communications Inc., formerly known
as
I-Link Incorporated, a Florida corporation (the “Borrower”)
and
Counsel Corporation (US), a Delaware corporation (the “Lender”).
WHEREAS,
the Borrower and Lender are parties to an Amended and Restated Loan Agreement
as
further amended, dated January 30, 2004 (the "Loan
Agreement”)
and
the parties desire to further amend the Loan Agreement with effect from May
16,
2005 (“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:
Upon
the
legal Closing of the transaction with North Central Equity LLC (the
“Transaction”) for the sale of substantially all of the telecommunication assets
of Acceris Communications Corp, all borrowings hereunder, together with any
interest thereon, shall be due and payable on December 31, 2006 (the “Maturity
Date”). In the event that legal Closing of the Transaction fails to occur, all
borrowings hereunder, together with any interest thereon, shall be due and
payable on April 30, 2006 (the “Maturity Date”). Interest shall accrue and be
compounded quarterly and shall result in a corresponding increase in the
principal amount of the Indebtedness.
2. Effect
on Loan Agreement and Loan Note.
This
Fourth 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 Fourth Amendment
as of July 6, 2005 .
[See
attached signature page]
[Signature
page to Fourth Amendment to Amended and Restated Loan Agreement,
dated January
30, 2004]
By:__________________________
Name:
Title:
COUNSEL
CORPORATION (US)
By:__________________________
Name:
Title:
