SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of April 15, 1999, by and between I-LINK INCORPORATED, a
Florida corporation (the "Borrower"), and WINTER HARBOR, LLC, a Delaware
limited liability company (the "Lender").
RECITALS:
A. The Borrower and Lender entered into a Loan Agreement, dated as
of January 15, 1999, as amend by the First Amendment thereto dated as of
March 4, 1999 (the "Original Agreement"), pursuant to which Lender agreed
to make available to the Borrower up to $8,000,000 (the "Loan").
B. The Borrower has requested and the Lender has agreed to amend
certain of the terms of the Original Agreement, as amended hereby. The
Original Agreement, as amended hereby, shall be referred to as the "Loan
Agreement." Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Loan Agreement.
AGREEMENTS
In consideration of the foregoing Recitals and of the covenants
and representations contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Lender, intending to be legally bound,
hereby agree as follows:
1. Amendments.
(a) Section 1.6(b)(iii) of the Original Agreement shall be amended
in its entirety to read as follows:
(iii) Rights Offering. Borrower shall make a rights
offering (the "Rights Offering") to all of its existing
shareholders for $20,000,000 of a newly created class of Series N
Convertible Preferred Stock (the "Series N Stock") having terms
and conditions as may be reasonably acceptable to Borrower and
Lender. Borrower shall file the documents relating to the Rights
Offering with the Securities and Exchange Commission (the "SEC")
no later than January 15, 1999. If Borrower mails the Rights
Offering materials to its shareholders by the earlier of June 30,
1999 and that business day which is three business days following
the receipt of clearance from the SEC (the "Mailing Date"), and
consummates the Rights Offering by the earlier of August 6, 1999
and that business day which is the first business day following
the 35th calendar day from the Mailing Date (the "Consummation
Date"), then Borrower may cause the outstanding principal amount
of the Loan, together with all accrued interest to be exchanged
for Series N Stock. Lender shall have the right, but not the
obligation, to subscribe for any Series N Stock not otherwise
subscribed for as part of the Rights Offering.
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(b) Section 7.2 of the Original Agreement shall be amended in its
entirety to read as follows:
Section 7.2 Effect of Event of Default.
(a) With respect to the Loan, should any Event of Default
occur on or after the October 31, 1999, Lender may at its option
by written notice to Borrower declare the unpaid principal amount
of the Note representing the Loan, together with the applicable
unpaid interest thereon, immediately due and payable, whereupon
the Loan shall become and be forthwith due and payable, without
presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by Borrower, anything contained
herein or in the Note or in such other note or evidence of
indebtedness to the contrary notwithstanding.
4. Representations and Warranties. Except as otherwise
disclosed to the Lender in writing, each and every representation and
warranty set forth in the Original Agreement is hereby confirmed and
ratified, in all material respects, by the Borrower, and such
representations and warranties as so confirmed and ratified shall be deemed
to have been made and undertaken as of the date of this Amendment as well
as at the time they were made and undertaken.
6. Prior Loans. The Prior Loans are represented by a number of
demand promissory notes. The Lender hereby agrees that it will not make a
demand on the Prior Loans prior April 15, 2000.
7. Counterparts. This Amendment may be executed in as many
counterparts as may be convenient and shall become binding when the Lender
and the Borrower have each executed at least one counterpart. This
Amendment may be delivered to such other party via fax. Any party's faxed
signature shall be deemed an original and binding signature as of the date
set forth above.
8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware with the
exception of its conflicts of laws provisions.
9. Binding Effect. This Amendment shall be binding upon and
shall inure to the benefit of the Lender and the Borrower and their
respective successors and assigns.
10. Reference to Original Agreement. Except as amended hereby,
the Original Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects. On and after the effectiveness of
the Amendment to the Original Agreement accomplished hereby, each reference
in the Original Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import, and each reference to the Original
Agreement in the other agreements, documents or instruments executed and
delivered pursuant to the Loan Agreement, shall be deemed a reference to
the Original Agreement, as amended hereby.
11. No Other Modifications. Except as expressly provided in
this Amendment, all of the terms and conditions of the Original Agreement
shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective duly authorized officers as of the date
first above written.
I-LINK INCORPORATED
By: /s John Edwards
John Edwards, President
WINTER HARBOR, LLC
By: First Media, L.P., its member
By: First Media Corporation, its
sole general partner
By: /s Ralph W. Hardy
Ralph W. Hardy Jr., Secretary