**Exhibit 10.27**

 

**AMENDED AND RESTATEDDEBT RESTRUCTURING AGREEMENT**

 

This DebtRestructuring Agreement is entered into this 15th day of October2002 between I-Link Incorporated, a Florida corporation (“I-Link”), CounselCorporation (US), a Delaware corporation (“Counsel”), and Counsel SpringwellCommunications LLC, a Delaware limited liability company formerly known asCounsel Communications LLC (“Counsel Springwell”).

 

RECITALS:

 

A.                                   CounselSpringwell and I-Link entered into a Senior Convertible Loan and SecurityAgreement dated as of March 1, 2001 as amended (the “March 1stLoan Agreement”), pursuant to which Counsel Springwell has advanced to I-Linkthe aggregate principal amount of $12,000,000.

 

B.                                     Counsel,an affiliate of Counsel Springwell, and I-Link entered into a Loan and SecurityAgreement dated as of June 6, 2001 (the “June 6th LoanAgreement”).  The June 6thLoan Agreement was amended on June 27, 2002 to increase the totalborrowing to $24,306,865.91.

 

C.                                     Inaddition to the principal amount outstanding under the June 6th LoanAgreement, Counsel Springwell has advanced additional amounts to I-Link sinceJuly 25, 2002 (the “Interim Advances”).

 

D.                                    Pursuantto a Loan and Security Agreement dated as of June 4, 2001 (the “June 4thLoan Agreement”), Counsel advanced the principal amount of $14,850,000 toWorldxChange Corp., a Delaware corporation and wholly-owned subsidiary ofI-Link (“WxC”), of which amount $12,350,000 remains outstanding.

 

E.                                      TheBoard of directors of I-Link will be meeting in the weeks following theexecution of this Agreement to adopt a new operating plan (the “OperatingPlan”).

 

F.                                      CounselSpringwell and Counsel Corporation have committed to fund, through long-termintercompany advances or equity contributions, all capital investment, workingcapital or other operational cash requirements of I-Link through April 15, 2003as set forth in that certain letter to I-Link, dated April 30, 2002 (the “KeepWell Letter”).

 

G.                                     Theparties previously entered into a Debt Restructuring Agreement dated July 25,2002 (the “Debt Restructuring Agreement”).

 

I.                                         Theparties wish to amend certain provisions of the Debt Restructuring Agreement.

 

Accordingly,the parties hereby agree that the Debt Restructuring Agreement is herebyamended and restated in its entirety to read as follows:

 

1.                                       ClosingDate.  The closing of thetransactions contemplated by this Agreement (the “Closing”) shall take place atthe offices of I-Link, or such other place as the parties may mutually agree,on or before the third business day (the “Closing Date”) following the day onwhich the Proposals (as defined below) are approved by the stockholders ofI-Link and become effective in accordance with the Amended and RestatedArticles of Incorporation of I-Link, as amended through the date of theStockholders Meeting (as defined below).

 

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2.                                       Actionsto be taken at the Closing.  Theparties hereby agree that, at the Closing and in exchange for and insatisfaction of (i) the aggregate principal amount outstanding as of theClosing Date under the June 6th Loan Agreement, and all accrued andunpaid interest thereon through the Closing Date, (ii) the outstandingprincipal amount of the Interim Advances, together with interest thereon at therate of ten percent (10%) per annum from the date of each such advance throughthe Closing Date and (iii) the principal amount of additional advances made byCounsel Springwell to I-Link after the date hereof pursuant to the Keep WellLetter or the Operating Plan (as defined below), together with interest thereonat the rate of ten percent (10%) per annum from the date of each such advancethrough the Closing Date (the amounts in clauses (i), (ii) and (iii) beinghereinafter referred to as the “Aggregate Amount”) I-Link shall issue toCounsel Springwell the number of shares of Common Stock equal to the quotientof (i) the Aggregate Amount, divided by (ii) $0.18864 (the “EffectivePrice”).  Counsel represents andwarrants to I-Link that it has not assigned, pledged or otherwise transferredor encumbered its rights under the June 6th Loan Agreement.

 

3.                                       Commitmentto Provide Additional Funding

 

(a)                                  Inaddition to providing funding under the Keep Well Letter, Counsel Springwellshall fund the operations of I-Link through the date of adoption of theOperating Plan, and hereafter shall fund the operating cash flow deficit, ifany, inherent in the Operating Plan hereafter adopted by the I-Link Board ofDirectors.  Counsel Springwell shallalso (i) subject to stockholder approval of the Proposals, advance to I-Linkany and all amounts paid or payable by I-Link to stockholders of I-Link thatexercise their dissenters’ rights in connection with the transactions subjectto this Agreement and (ii) advance to I-Link the annual premium to renew theexisting Directors and Officers insurance coverage (which is and shall beseparate and distinct from insurance policies maintained by Counsel or theiraffiliated entities) for an additional one year from the current date of itsexpiration in November 2002, and Counsel and Counsel Springwell represent andcovenant that they will do any and all things reasonably necessary to causesuch insurance to be continued in effect until at least November 2003 in typesand amounts that are, at a minimum, currently in force, so long as suchinsurance is available on commercially reasonable terms.  In addition, Counsel Springwell shalladvance to I-Link all costs and fees incurred relating to the work of the currentspecial committee of I-Link’s board of directors (“Special Committee”) and itslegal, accounting and financial advisors in connection with the transactioncontemplated by this Agreement and all accounting, legal and regulatory costs,investment banking fees and expenses, all costs incident to I-Link’s annualstockholder meeting and any special stockholder meetings for soliciting andobtaining stockholder approval of the transactions contemplated hereby, and allother direct costs incurred by I-Link in connection with consummating thetransaction contemplated by this Agreement (the “Special CommitteeCosts”).  The parties acknowledge andagree that Counsel Springwell’s payment of the amounts specified in thepreceding sentence of this Section 3(a) shall not reduce CounselSpringwell’s funding obligations under this Agreement.

 

Any suchfunding provided by Counsel Springwell pursuant to this Section 3(a)(other than the amounts referenced in the penultimate sentence of the priorparagraph and any amounts advanced for acquisitions) prior to December 31, 2002shall constitute a purchase of additional shares of Common Stock for a purchaseprice per share equal to the Effective Price; provided that in the event thatthe Board of Directors of I-Link hereafter determines to acquire the assets orequity interests of any other entity, I-Link and Counsel Springwell agree thatany acquisition cost related to such acquisition will be financed, at theoption of Counsel Springwell, either by way of equity from Counsel Springwellconstituting a purchase of additional shares of Common stock for a purchaseprice per share equal to the average closing transaction price of a share ofI-Link common stock on the twenty (20) trading days preceding the funding oralternatively a purchase money loan arrangement similar in form and substanceto the June 6th Loan Agreement. Counsel Springwell shall cause each disbursement to be made within ten(10) calendar days of the receipt by Counsel Springwell of a written request tofund.  I-Link shall issue certificates

 

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representing the purchasedshares concurrently with or subsequent to such fundings.  All funding referenced in thisSection 3(a) shall be provided from time to time, when, as and ifrequested in writing by I-Link.

 

(b)                                 Anyadditional funding provided by Counsel Springwell pursuant to the OperatingPlan in each month during the 2003 calendar year shall constitute a purchase ofadditional shares of Common Stock for a purchase price per share equal to theaverage closing transaction price of a share of I-Link common stock on thetwenty (20) trading days preceding the funding.

 

4.                                       I-LinkFinancial Obligations Surviving This Agreement.  Counsel and Counsel Springwell, jointly and severally, represent,warrant and agree that from and after the Closing Date I-Link shall owe noamounts to Counsel, Counsel Springwell or WxC except (i) those amounts thatwill become due and owing to Counsel under the March 1st LoanAgreement and (ii) such amounts as may be payable from time to time under theWxC Agreement; and that there is no default under the March 1st LoanAgreement as of the date hereof.

 

5.                                       Amendmentsto the March 1st Loan Agreement.  The parties represent, warrant and agree that the issuance ofCommon Stock by I-Link pursuant to this Agreement results in weighted-averageconversion price adjustment pursuant to the provisions of the March 1stLoan Agreement and that the existing conversion price shall be adjusted inaccordance with the terms of the March 1st Loan Agreement.

 

6.                                       SecuritiesLaw Representations.  CounselSpringwell acknowledges that the issuance of shares of Common Stock pursuant tothe terms of this Agreement (the “Shares”) has not been registered under theSecurities Act of 1933, as amended (the “Securities Act”), the certificatesrepresenting the Shares shall bear customary securities registrationlegends.  Counsel Springwell herebyrepresents and warrants to I-Link that:

 

(a)                                  TheShares will be acquired for Counsel Springwell’s own account and not with a viewto, or intention of, distribution thereof in violation of the Securities Act,or any applicable state securities laws, and the Shares will not be disposed ofin contravention of the Securities Act or any applicable state securities laws.

 

(b)                                 CounselSpringwell is sophisticated in financial matters and is able to evaluate therisks and benefits of the investment in the Shares.

 

(c)                                  CounselSpringwell is able to bear the economic risk of its investment in the Sharesfor an indefinite period of time because the Shares have not been registeredunder the Securities Act and, therefore, cannot be sold unless subsequentlyregistered under the Securities Act or an exemption from such registration isavailable.

 

#### 7.                                       ProxyStatement.

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#### (a)                                  Subjectto Section 7(b) hereof, I-Link, acting through its Board of Directors,shall:

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##### (i)                                     dulycall, give notice of, convene and hold an annual or special meeting of itsstockholders (the “Stockholders Meeting”) as soon as practicablefollowing the date hereof for the purpose of considering and taking action uponthe following proposals (the “Proposals”): (A) an amendment to the Amended andRestated Articles of Incorporation of I-Link to increase the authorized numberof shares of Common Stock from

 

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##### 300,000,000 shares to 900,000,000 shares and (B) anamendment to the Amended and Restated Articles of Incorporation of I-Linkdeleting Article VI thereof.

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##### (ii)                                  prepareand file with the SEC a preliminary proxy relating to this Agreement as soon asreasonably practicable and obtain and furnish the information required to beincluded by the SEC in the Proxy Statement and, after consultation with CounselSpringwell, use its best efforts to respond promptly to any comments made bythe SEC with respect to the preliminary proxy and cause a definitive proxy (asamended or supplemented, the “Proxy Statement”) to be mailed to itsstockholders;

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##### (iii)                               includein the definitive Proxy Statement the written opinion of the financial advisorto the Special Committee of the Board of Directors of I-Link that thetransactions contemplated by this Agreement are fair to the stockholders ofI-Link from a financial point of view;

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##### (iv)                              affordto all of the stockholders of I-Link dissenters’ rights under Florida lawrelating to the matters to be presented to them for consideration at theStockholder Meeting and relating to the subject matter of this Agreement; and

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##### (v)                                 useits reasonable best efforts to obtain the approval of the Proposals by theholders of the requisite number of issued and outstanding shares of capitalstock of I-Link.

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##### (b)                                 TheBoard of Directors of I-Link shall recommend approval and adoption of theProposals by I-Link’s stockholders.  TheBoard of Directors of I-Link shall not be permitted to withdraw, amend ormodify in a manner adverse to Counsel and Counsel Springwell suchrecommendation (or announce publicly its intention to do so), except that priorto the Stockholder Meeting, the Board of Directors of I-Link shall be permittedto withdraw, amend or modify its recommendation (or announce publicly itsintention to do so) but only if the Board of Directors of I-Link shall havedetermined in its good faith judgment, based upon the advice of outsidecounsel, that it is obligated by its fiduciary obligations under applicable lawto withdraw, amend or modify such recommendation.  If the Stockholder Meeting is being held, the recommendation ofthe Board of Directors of I-Link shall be included in the Proxy Statement.

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##### (c)                                  Eachof Counsel and Counsel Springwell agrees that it will provide I-Link with theinformation required to be included in the Proxy Statement and will vote, orcause to be voted, all of the shares of the Common Stock then owned by it,directly or indirectly, or over which it has the power to vote, in favor ofapproval of the Proposals.  Counsel andCounsel Springwell shall have the right to review in advance allcharacterizations and information related to them, this Agreement and thetransactions contemplated hereby which appear in the Proxy Statement.

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#### (d)                                 Eachof Counsel, Counsel Springwell and I-Link agrees promptly to correct anyinformation provided by it for use in the Proxy Statement as and to the extentit shall have become false or misleading in any material respect and to supplementthe information provided by it specifically for use in the Proxy Statement toinclude any information that shall have become necessary, in order to makestatements contained therein, in light of the circumstances in which they weremade, not misleading, and  each ofCounsel, Counsel Springwell and I-Link further agrees to take all stepsnecessary to cause the Proxy Statement, as so corrected or supplemented, to befiled with the SEC and to be disseminated to its stockholders in each case asand to the extent required by applicable federal securities laws.

 

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8.                                       Covenant.  Counsel Springwell hereby agrees that, ifthe Proposals are approved by the stockholders at the Stockholders Meeting, itshall not take any action under Section 607.1104 of the Florida BusinessCorporation Act prior to June 30, 2003.

 

9.                                       Expenses.  Counsel Springwell shall bear all costs,fees and expenses in connection with this Agreement and the transactionscontemplated hereby.

 

10.                                 Notices.  All notices and other communicationshereunder shall be in writing and shall be deemed given when deliveredpersonally or when received if sent by registered or certified mail, returnreceipt requested, by facsimile (with confirmation of receipt) or by reputableovernight delivery service, to the parties at the following addresses (or atsuch other address as a party may specify by like notice):

 

(a)                                  Ifto I-Link:

 

13751 S. Wadsworth Park Dr.Draper, UT 84020Attention:                                         Chief Executive OfficerFacsimile:                                            (801) 576-4295

 

with copy to:

 

13751 S. Wadsworth Park Dr.Draper, UT 84020Attention:                                         Legal DepartmentFacsimile:                                            (801) 553-6890

 

(b)                                 Ifto Counsel or Counsel Springwell:

 

Counsel Corporation The Exchange TowerSuite 1300, P.O. Box 435130 King Street WestToronto, Ontario M5X 1E3Attention:                                         Chief Executive OfficerFacsimile:                                            (416) 866-3061

 

with a copy to:

 

Counsel Springwell Communications LLCOne Landmark SquareSuite 320Stamford, CT 06901Attention:                                         Managing DirectorFacsimile:                                            (203) 961-9001

 

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11.                                 NoWaiver.  The failure of any partyhereto to exercise any right, power or remedy provided under this Agreement orotherwise available in respect hereof at law or in equity, or to insist upon complianceby any other party hereto with its obligations hereunder, and any custom orpractice of the parties at variance with the terms hereof, shall not constitutea waiver by such party of its rights to exercise any such or other right, poweror remedy or to demand such compliance.

 

12.                                 Amendment.  Subject to applicable law, this Agreementmay be amended, modified or supplemented only by written agreement of theparties.

 

13.                                 EntireAgreement.  Except as specificallyprovided elsewhere in this Agreement, this Agreement constitutes the entireagreement among the parties with respect to the subject matter hereof andthereof and supersedes all prior agreements, representations and understandingsamong the parties with respect to the subject matter hereof.

 

14.                                 FurtherAssurances.  I-Link, CounselSpringwell and Counsel agree to deliver or cause to be delivered to each otherany such additional instrument or take any action as any of them may reasonablyrequest for the purpose of carrying out transactions contemplated by thisAgreement.

 

15.                                 Assignment.  This Agreement shall inure to the benefitof, and be binding upon, the parties and their respective successors andassigns.  This Agreement may not beassigned by a party without the prior written consent of the other party.

 

16.                                 GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of New York,except to the extent that the Florida Business Corporation Act is applicable.

 

17.                                 Headings.  The headings and captions in this Agreementare included for purposes of convenience only and shall not affect theconstruction or interpretation of any of its provisions.

 

18.                                 Counterparts.  This Agreement may be executed in two ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed by theirduly authorized representatives as of the date first above written.

 
|   | I-LINK  INCORPORATED                   |
|--------|----------------------------------------|
|   | By                                     | /s/ Henry  Y.L. Toh |
|   | Name:                                  | Henry Y.L.  Toh |
|   | Title:                                 | Director |
|   |
|   | COUNSEL  CORPORATION (US)              |
|   | By                                     | /s/ Allan  Silber |
|   | Name:                                  | Allan Silber |
|   | Title:                                 | President |
|   |
|   | COUNSEL  SPRINGWELL COMMUNICATIONS LLC |
|   | By                                     | /s/ Mufit  Cinali |
|   | Name:                                  | Mufit Cinali |
|   | Title:                                 | Managing  Director |

 

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