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                                                                    EXHIBIT 10.1

                       FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
entered into as of March 30, 2005, by and among, on the one hand, WELLS FARGO
FOOTHILL, INC., a California corporation ("Lender"), and on the other hand,
EASYLINK SERVICES CORPORATION, a Delaware corporation ("Parent"), and each of
Parent's Subsidiaries identified on the signature pages hereof (such
Subsidiaries, together with Parent, are referred to hereinafter each
individually as a "Borrower", and individually and collectively, jointly and
severally, as the "Borrowers").

                                    RECITALS

         A. Borrower and Lender entered into a Credit Agreement dated December
9, 2004 (the "Credit Agreement").

         B. On or about January 28, 2005, Easylink Services Corporation, a
Delaware corporation, entered into that certain Separation Agreement with G. Abi
Zeid, the President of the International Division (the "Separation Agreement"),
and Borrower wishes to exclude from the definition of EBITDA all amounts due
under the Separation Agreement.

         C. Lender is willing to amend the Credit Agreement to modify the
definition of EBITDA to exclude payments due under the Separation Agreement.

         NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration the parties hereto agree as follows:

         1. Schedule 1.1 of the Credit Agreement is hereby modified by deleting
the definition of EBITDA in its entirety and restating it to read as follows:

                  ""EBITDA" means, with respect to any fiscal period, Parent's
                  and its Subsidiaries' consolidated net earnings (or loss),
                  minus extraordinary gains and interest income, plus the gain
                  on the early extinguishment of Indebtedness paid to the
                  Existing Lenders with the proceeds of the Term Loan in an
                  amount not to exceed $1,500,000, interest expense, income
                  taxes, and depreciation and amortization for such period, in
                  each case, as determined in accordance with GAAP. The term
                  EBITDA shall not include any amounts due under or in
                  connection with the Separation Agreement (that is, an
                  aggregate amount equal to $2,475,000)."

         2. As additional consideration for the execution of this First
Amendment, Borrower shall pay to Lender upon execution hereof, an amendment fee
equal to the amount of Ten Thousand and No/100 Dollars ($10,000.00). This First
Amendment shall not be effective until payment of the amendment fee.

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         3. All other terms and conditions of the Credit Agreement shall remain
in full force and effect.

         4. Borrower reaffirms as of the date hereof all of its representation
and warranties as set forth in the Credit Agreement and further warrants that
there is no Event of Default in existence under the Credit Agreement.

                            (Signature page follows.)


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         IN WITNESS WHEREOF the parties set forth below have executed this First
Amendment to Credit Agreement as of the day and year first above written.

                         EASYLINK SERVICES CORPORATION,
                         a Delaware corporation

                         By:      /s/ Michael A Doyle
                                  -----------------------------
                         Its:     Vice President, Chief Financial Officer



                         SWIFT TELECOMMUNICATIONS, INC.,
                         a Delaware corporation

                         By:      /s/ Michael A Doyle
                                  -----------------------------
                         Its:     Vice President, Chief Financial Officer



                         EASYLINK SERVICES INTERNATIONAL, INC.,
                         a Delaware corporation

                         By:      /s/ Michael A Doyle
                                  -----------------------------
                         Its:     Vice President, Chief Financial Officer



                         EASYLINK SERVICES USA, INC.,
                         a Delaware corporation

                         By:      /s/ Michael A Doyle
                                  -----------------------------
                         Its:     Vice President, Chief Financial Officer



                         WELLS FARGO FOOTHILL, INC.,
                         a California corporation

                         By:      /s/ Ronald Cote
                                  -----------------------------
                         Its:     Vice President


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