EXHIBIT 1.7
SECOND AMENDMENT
TO
SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
is made and entered into as of March 1, 2003 (the "EFFECTIVE DATE"), by and
between I-LINK INCORPORATED, a Florida corporation (the "BORROWER") and Counsel
Corporation, an Ontario corporation ("COUNSEL CORP") and Counsel Capital
Corporation, an Ontario corporation ("COUNSEL CAPITAL") (the Borrower, Counsel
Corp and Counsel Capital hereinafter referred to as the "PARTIES").
WHEREAS, Counsel Communications, LLC, a Delaware limited liability
company ("CCOM"), having assigned ninety percent (90%) of its right, title and
interests in the Loan Agreement (as hereinafter defined) subject to the Amended
Debt Restructuring Agreement (as hereinafter defined) on October 31, 2001, to
Counsel Corp and ten percent (10%) of its right, title and interests to Counsel
Capital (hereinafter Counsel Corp and Counsel Capital collectively referred to
as the "LENDER"); and
WHEREAS, the Borrower and the Lender are parties to a Senior
Convertible Loan and Security Agreement, dated March 1, 2001 as amended by the
First Amendment to Senior Convertible Loan and Security Agreement, dated May 8,
2001 (collectively the "LOAN AGREEMENT") and subject of the Amended and Restated
Debt Restructuring Agreement dated October 15, 2002 between Borrower, Counsel
Corporation (US), a Delaware corporation, and CCOM (the "AMENDED DEBT
RESTRUCTURING AGREEMENT"); and
WHEREAS, the parties desire to amend the Loan Agreement 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 4 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:
This Agreement shall be effective from the date hereof and shall
terminate on June 30, 2004, unless terminated earlier pursuant to the
default provisions of this Agreement (the "Maturity Date").
2. Effect on Loan Agreement and Loan Note. This Second 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 Loan Note
annexed thereto are hereby ratified and confirmed and remain in full force and
effect in accordance with their respective terms.
[See attached signature page]
SIGNATURE PAGE
TO
SECOND AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Second Amendment as of the Effective Date.
I-LINK INCORPORATED
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: PRESIDENT & CEO
COUNSEL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: SENIOR VICE PRESIDENT & SECRETARY
COUNSEL CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: SECRETARY
