FOURTH AMENDMENT TO LOAN AGREEMENT
EXHIBIT
10.2
FOURTH
AMENDMENT
TO
THIS
FOURTH AMENDMENT TO LOAN AGREEMENT
is made
and entered into as of July 6, 2005, by and between, Counsel Corporation
(US), a
Delaware corporation, (“Lender”) and Acceris Communications Inc. (formerly known
as I-Link Incorporated), 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”) is 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 May 16, 2005 (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, Section 1.4 of the Loan Agreement is hereby amended
and restated in its entirety to read as follows:
“Section
1.4. Principal
Repayment
Upon the
legal Closing of the transaction with North Central Equity LLC (the
“Transaction”) for the sale of substantially all of the telecommunication assets
of Acceris Communications Corp, the outstanding principal balance of the
Loan
plus any accrued and unpaid interest thereon, together with any and all other
Liabilities (as such term is defined in the Stock Pledge Agreement
(collectively, the “Secured Obligations”), shall be due and payable on December
31, 2006 (the “Maturity Date”). In the event that legal Closing of the
Transaction fails to occur, the Secured Obligations shall be due and payable
on
April 30, 2006 (the “Maturity Date”).
2. Effect
on Loan Agreement and Loan Note.
This
Fourth 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 Fourth Amendment as of the date first set forth
above.
[See
attached signature page]
Signature
page
to
Fourth
Amendment to Loan Agreement
dated
as of July 6, 2005
COUNSEL
CORPORATION (US)
By:__________________________
Name:
Title:
By:__________________________
Name:
Title:
