FOURTH AMENDMENT TO LOAN AGREEMENT
EXHIBIT
10.4
FOURTH
AMENDMENT
TO
THIS
FOURTH AMENDMENT TO 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, 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 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:
Payments
of Principal and Interest.
All
borrowings hereunder, together with any interest thereon, shall be due and
payable to Counsel Corporation in one installment on April 30, 2006 (the
“Maturity Date”) provided that the Maturity Date shall be further extended to
December 31, 2006 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; provided, further,
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) the sale or sales by Acceris to a third party unrelated
to
Counsel Corp of the Buyers United, Inc. Series B Convertible Preferred Stock
and/or the common stock into which such stock is convertible owned by Acceris
and held by Counsel Corp as security for the performance by Acceris hereunder
pursuant to the Stock Pledge Agreement, or any portion thereof (a “XXX Sale”) or
(b) an equity investment or investments in Acceris by a third party unrelated
to
Counsel Corp 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 Acceris from any such XXX Sale or any such Equity Investment.
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 Loan Agreement, dated January
26, 2004]
By:__________________________
Name:
Title:
COUNSEL
CORPORATION
By:__________________________
Name:
Title:
