SIXTH AMENDMENT TO LOAN AGREEMENT
Exhibit
10.22
SIXTH
AMENDMENT
TO
THIS
SIXTH AMENDMENT TO LOAN AGREEMENT
is made
and entered into as of December 31, 2007, by and between, Counsel Corporation
(US), a Delaware corporation, (“Lender”) and C2 Global Technologies Inc.
(formerly known as Acceris Communications Inc.), a Florida corporation
(“Borrower”) (hereinafter collectively referred to as the
“Parties”).
WHEREAS,
Acceris
Communications Corp. (formerly known as WorldxChange Corp., a Delaware
corporation (“WorldxChange”)), Lender and Borrower entered into a Loan and
Security Agreement dated June 4, 2001, as heretofore amended (the “2001 Loan
Agreement”); and
WHEREAS,
pursuant to an Assignment and Assumption Agreement dated as of October 1, 2003,
between Lender and Borrower, Lender assigned to Borrower the total principal
plus accrued interest of the indebtedness represented by and subject to the
2001
Loan Agreement and the Promissory Note of even date issued by WorldxChange
in
the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four
Hundred Seventy-Nine and 16/100ths Dollars ($9,743,479.16) (the “Assigned
Debt”); and
WHEREAS,
Borrower and WorldxChange entered into that Stock Subscription and Purchase
Agreement dated as of October 1, 2003 (the “Subscription Agreement”) pursuant to
which Borrower contributed the Assigned Debt to WorldxChange in partial
consideration for the issuance by WorldxChange of 221 shares of WorldxChange
Common Stock; and
WHEREAS,
Borrower issued its Secured Promissory Note as of October 1, 2003, to Lender
in
the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four
Hundred Seventy-Nine and 16/l00ths Dollars ($9,743,479.16), which indebtedness
is subject to the terms and conditions of the Loan Agreement as amended;
and
WHEREAS,
the
repayment of the indebtedness represented by the Secured Promissory Note, (as
the same may be amended, modified, extended or restated, the “Secured Promissory
Note”) was secured pursuant to that Stock Pledge Agreement (as the same may be
amended, modified, extended or restated, the “Stock Pledge Agreement”) between
the Lender and the Borrower pursuant to which the Borrower granted to Lender
a
security interest in the Collateral described therein including all of the
shares of common stock of WorldxChange issuable or issued to Borrower.
WHEREAS,
the
Collateral described in the Stock Pledge Agreement was sold effective February
26, 2006 to an unrelated third party and the Borrower was released from its
obligations with respect to the Collateral
WHEREAS,
on
December 30, 2006 the Lender converted the balance due from the Borrower on
that
date, said balance being $13,427,853.67, into a capital contribution by the
Lender to the Borrower
WHEREAS,
on
November 14, 2007 the Lender issued a Promissory Note to the Borrower in the
amount of $145,000.00 with a specified repayment date of December 31,
2007;
WHEREAS,
the
Parties desire to further document, ratify and confirm the amendment to the
Loan
Agreement effective as of December 31,
2007
(the
“Effective
Date”).
NOW,
THEREFORE,
for
good and valuable consideration the receipt and adequacy of which is hereby
acknowledged it is agreed as follows:
1. Maturity
Date.
Effective
as of the Effective Date, Section 1.4 of the Loan Agreement is hereby amended
and restated in its entirety to read as follows:
“Section
1.4. Principal
Repayment
The
outstanding principal balance of the Loan plus any accrued and unpaid interest
thereon, together with any and all other Liabilities (as such term is defined
in
the Stock Pledge Agreement (collectively, the “Secured Obligations”), shall be
due and payable on December 31, 2008 (the “Maturity Date”).
2. Effect
on Loan Agreement and Loan Note.
This
Sixth 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 is
hereby ratified and confirmed and remains in full force and effect in accordance
with its terms.
IN
WITNESS WHEREOF,
the
Parties have executed this Sixth Amendment as of the date first set forth
above.
[See
attached signature page]
Signature
page
to
Sixth
Amendment to Loan Agreement
dated
as of December 31, 2007
COUNSEL CORPORATION (US) | ||
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By: | ||
Name:
Title:
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C2 GLOBAL TECHNOLOGIES INC. | ||
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By: | ||
Name:
Title:
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