LOAN NOTE
$10,000,000 New York, New York
March __, 2001
FOR VALUE RECEIVED, I-LINK, INCORPORATED ("Borrower") hereby promises
to pay to the order of COUNSEL COMMUNICATIONS LLC ("Lender"), in immediately
available funds, on the Maturity Date, the principal sum of up to TEN MILLION
Dollars ($10,000,000), or, if less, the unpaid principal amount of all loans
then outstanding made pursuant to the Senior Convertible Loan and Security
Agreement (the "Loan Agreement") entered into as of the date hereof by Xxxxxx
and Borrower. Payments made hereunder shall be made to Xxxxxx's New York office
located at 000 Xxxx Xxxxxx, Xxxx Xxxxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Borrower also promises to pay interest on the unpaid
principal amount hereof in like money from the date hereof until the principal
amount is paid at the rates and at the times provided in the Loan Agreement.
This Note is the Note referred to in the Loan Agreement, is
subject to the terms and provisions of the Loan Agreement, and is entitled to
the benefits thereof. This Note is secured pursuant to the terms of the Loan
Agreement.
Capitalized terms used but not otherwise defined herein shall
have the meaning specified therefor in the Loan Agreement.
In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Note may be declared due and payable
in the manner and with the effect provided in the Loan Agreement.
The Borrower hereby waives presentment, dishonor, notice of
dishonor, and protest.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF.
I-LINK, INCORPORATED
By:
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Name:
Title:
