FIFTH AMENDMENT TO LOAN AGREEMENT
Exhibit
10.21
FIFTH
AMENDMENT
TO
THIS
FIFTH AMENDMENT TO LOAN AGREEMENT
is made
and entered into as of December 31, 2007, by and between, Counsel Corporation
(US), a Delaware corporation, (“Lender”) and C2 Global Technologies Inc.
(formerly known as Acceris Communications Inc.), a Florida corporation
(“Borrower”) (hereinafter collectively referred to as the
“Parties”).
WHEREAS,
Acceris
Communications Corp. (formerly known as WorldxChange Corp., a Delaware
corporation (“WorldxChange”)), Lender and Borrower entered into a Loan and
Security Agreement dated June 4, 2001, as heretofore amended (the “2001 Loan
Agreement”); and
WHEREAS,
pursuant to an Assignment and Assumption Agreement dated as of October 1, 2003,
between Lender and Borrower, Lender assigned to Borrower the total principal
plus accrued interest of the indebtedness represented by and subject to the
2001
Loan Agreement and the Promissory Note of even date issued by WorldxChange
in
the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four
Hundred Seventy-Nine and 16/100ths Dollars ($9,743,479.16) (the “Assigned
Debt”); and
WHEREAS,
Borrower and WorldxChange entered into that Stock Subscription and Purchase
Agreement dated as of October 1, 2003 (the “Subscription Agreement”) pursuant to
which Borrower contributed the Assigned Debt to WorldxChange in partial
consideration for the issuance by WorldxChange of 221 shares of WorldxChange
Common Stock; and
WHEREAS,
Borrower issued its Secured Promissory Note as of October 1, 2003, to Lender
in
the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four
Hundred Seventy-Nine and 16/l00ths Dollars ($9,743,479.16), which indebtedness
is subject to the terms and conditions of the Loan Agreement as amended;
and
WHEREAS,
the
repayment of the indebtedness represented by the Secured Promissory Note, (as
the same may be amended, modified, extended or restated, the “Secured Promissory
Note”) was secured pursuant to that Stock Pledge Agreement (as the same may be
amended, modified, extended or restated, the “Stock Pledge Agreement”) between
the Lender and the Borrower pursuant to which the Borrower granted to Lender
a
security interest in the Collateral described therein including all of the
shares of common stock of WorldxChange issuable or issued to Borrower.
WHEREAS,
the
Parties desire to further document, ratify and confirm the amendment to the
Loan
Agreement effective as of February 28, 2006 (the “Effective
Date”).
NOW,
THEREFORE,
for
good and valuable consideration the receipt and adequacy of which is hereby
acknowledged it is agreed as follows:
1. Maturity
Date.
Effective
as of the Effective Date, Sections 3.1 to 3.4 of the Loan Agreement are hereby
amended and restated in their entirety to read as follows:
“Section
3.1. Sale
of Collateral
Upon the
legal Closing of the transaction with Xxxxxxxx Assets Inc. (the “Transaction”)
for the sale of all of the common stock of WorldxChange, which formerly was
pledged as Collateral under the 2001 Loan Agreement, the Borrower is released
from the Borrower’s obligations with respect to the Collateral as defined in the
Stock Pledge Agreement between the Lender and the Borrower.
Section
3.2 Deleted.
Section
3.3 Deleted
Section
3.4 Deleted.”
2. Effect
on Loan Agreement and Loan Note.
This
Fifth 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 is
hereby ratified and confirmed and remains in full force and effect in accordance
with its terms.
IN
WITNESS WHEREOF,
the
Parties have executed this Fifth Amendment as of the date first set forth
above.
[See
attached signature page]
Signature
page
to
Fifth
Amendment to Loan Agreement
dated
as of February 28, 2006
COUNSEL CORPORATION (US) | ||
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By: | ||
Name:
Title:
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C2 GLOBAL TECHNOLOGIES INC. | ||
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By: | ||
Name:
Title:
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