Sixth Amendment to Senior Convertible Loan and Security Agreement between Acceris Communications Inc. and Counsel Corporation/Counsel Capital Corporation

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment, dated April 28, 2005, is between Acceris Communications Inc. (the borrower) and Counsel Corporation and Counsel Capital Corporation (the lenders). It extends the maturity date of their existing Senior Convertible Loan and Security Agreement to April 30, 2006. All other terms of the original loan agreement and related documents remain unchanged and in effect. The amendment does not alter or terminate the related Amended Debt Restructuring Agreement.

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EX-10.3 4 v017317_ex10-3.htm
EXHIBIT 10.3
SIXTH AMENDMENT
TO
SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
 
THIS SIXTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY 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, 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 and Fifth Amendments to Senior Convertible Loan and Security Agreement, dated May 8, 2001, March 1, 2003, November 19, 2003, June 30, 2004 and December 7, 2004 (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 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, 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.”

2.  
Effect on Loan Agreement and Loan Note. This Sixth 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
Sixth Amendment to Senior Convertible Loan and Security Agreement
dated as of April 28, 2005


IN WITNESS WHEREOF, the Borrower and the Lender have executed this Sixth Amendment as the date first set forth above.
 
     
  ACCERIS COMMUNICATIONS INC.
 
 		  
 		  
 
  By:    
 
Name: 
  Title: 

 
     
  COUNSEL CORPORATION
 
 		  
 		  
 
   By:    
 
Name: 
  Title: 

 
     
  COUNSEL CAPITAL CORPORATION
 
 		  
 		  
 
  By:    
 
Name: 
  Title: