THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
EXHIBIT
10.1
THIRD
AMENDMENT
TO
AMENDED
AND RESTATED LOAN AGREEMENT
THIS
THIRD AMENDMENT TO AMENDED AND RESTATED 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 (US), a Delaware corporation (the “Lender”).
WHEREAS,
the Borrower and Lender are parties to an Amended and Restated Loan Agreement as
further amended, dated January 30, 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:
All
borrowings hereunder, together with any interest thereon, shall be due and
payable to CCUS in one installment on April 30, 2006 (the “Maturity
Date”).
Interest shall accrue and be compounded quarterly and shall result in a
corresponding increase in the principal amount of the Indebtedness.
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 to Amended and Restated Loan Agreement, dated
January
30, 2004]
| ACCERIS COMMUNICATIONS INC. | ||
| |
|
|
| By: | ||
|
Name: | ||
| Title: | ||
| COUNSEL CORPORATION (US) | ||
| |
|
|
| By: | ||
|
Name: | ||
| Title: | ||
