SIXTH AMENDMENT TO LOAN AGREEMENT
Exhibit
10.4
SIXTH
AMENDMENT
TO
THIS
SIXTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of May 5, 2009 by
and between C2 Global Technologies Inc., formerly known as Acceris
Communications Inc. and 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 5, 2009
(“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 the Lender in one installment on demand
(the “Maturity Date”) provided, 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) an equity investment or
investments in the Borrower by a third party unrelated to the Lender 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 the
Borrower from any such Equity Investment.
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 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 Sixth Amendment
as of May 5, 2009.
[See
attached signature page]
[Signature
page to Sixth Amendment to Loan Agreement, dated
January
26, 2004]
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By:__________________________
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Name:
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Title:
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COUNSEL CORPORATION |
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By:__________________________
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Name:
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Title:
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