SEVENTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
EXHIBIT
10.3
SEVENTH
AMENDMENT
TO
THIS
SEVENTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY
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 (“Counsel Corp”), and Counsel
Capital Corporation, an Ontario corporation (“Counsel Capital”), (collectively
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, Second, Third, Fourth,
Fifth and Sixth Amendments to Senior Convertible Loan and Security Agreement,
dated May 8, 2001, March 1, 2003, November 19, 2003, June 30, 2004, December
7,
2004, and April 28, 2005 (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, inter alia, desire to amend the Loan Agreement effective as of 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, the Parties agree 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:
“Section
4. Term.
This
Agreement shall be effective from the date hereof and shall terminate on
April
30, 2006, unless terminated earlier pursuant to the default provisions of
this
Agreement (the “Maturity
Date”).
Principal and interest shall be due and payable on the Maturity Date.”
Notwithstanding the forgoing, upon the legal Closing of the transaction with
North Central Equity LLC for the sale of substantially all of the
telecommunication assets of Acceris Communications Corp, this Agreement shall
terminate on December 31, 2006 and such date shall become the Maturity Date
unless terminated earlier pursuant to the default provisions of this Agreement.
2. Effect
on Loan Agreement and Loan Note.
This
Seventh Amendment is not intended, nor shall it be construed, as a modification
or termination of the Amended Debt Restructuring Agreement. 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
Seventh
Amendment to Senior Convertible Loan and Security Agreement
dated
as of July 6, 2005
IN
WITNESS WHEREOF,
the
Borrower and the Lender have executed this Seventh Amendment as the date
first
set forth above.
By:__________________________
Name:
Title:
COUNSEL
CORPORATION
By:__________________________
Name:
Title:
COUNSEL
CAPITAL CORPORATION
By:__________________________
Name:
Title:
