THIRD AMENDMENT TO LOAN AGREEMENT
EXHIBIT
10.4
THIRD
AMENDMENT
TO
THIS
THIRD AMENDMENT TO LOAN AGREEMENT is made and entered into as of April 28, 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 March
31, 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 Corp in one installment on April 30, 2006 (the “Maturity
Date”); provided, however, 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
Third 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 Third Amendment
as of April 28, 2005.
[See
attached signature page]
[Signature
page to Third Amendment Loan Agreement, dated
January
26, 2004]
| ACCERIS COMMUNICATIONS INC. | ||
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| By: | ||
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Name: | ||
| Title: | ||
| COUNSEL CORPORATION | ||
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| By: | ||
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Name: | ||
| Title: | ||
